Legal

Master Subscription Agreement

Multi-Tenant AI Outbound Automation Platform

Version

v04

Effective

Effective on launch

Last updated

October 29, 2026

Customer Agreement · Plans: Launch, Growth, Scale · Governs All Use of the Service

Effective Date: Effective on launch

Last Updated: October 29, 2026

In this Agreement, "Company," "we," and "us" mean B2B Auto Loop LLC. "Customer" means the business or agency that accepts this Agreement; the Service and Schedule A also call a Customer a "tenant." References in the Acceptable Use Policy or the Privacy Policy to the "Master Service Agreement" or "MSA" mean this Agreement. Capitalized terms are defined in Clause 16. This Agreement is published at www.b2bautoloop.com/legal/terms. The Acceptable Use Policy v04 is at www.b2bautoloop.com/legal/aup, the Privacy Policy v06 at www.b2bautoloop.com/legal/privacy, the biometric retention and destruction policy at www.b2bautoloop.com/legal/biometric, Schedule A: Tenant Responsibilities v01 at www.b2bautoloop.com/legal/schedule-a, the Product Disclaimers v01 at www.b2bautoloop.com/legal/disclaimers, the Cookie Policy v01 at www.b2bautoloop.com/legal/cookies, the billing, renewal, cancellation and refund terms in Section 10.4 at www.b2bautoloop.com/legal/billing, and the list of provider categories at www.b2bautoloop.com/legal/subprocessors.

1. AI-Generated Content, Disclosure, and Truthful Use

1.1 Nature of the Service. Customer acknowledges that the Service uses artificial intelligence and synthetic media technologies, including AI-generated presenter video, AI voice synthesis, AI-drafted message text, and AI-driven on-page conversation agents, to generate outreach content and to converse with prospects on Customer's behalf ("AI Outputs"). AI Outputs are generated automatically. Notwithstanding Company's automated pre-send quality checks, they may be imperfect: they may contain errors, inaccuracies, omissions, mispronunciations, visual or audio artifacts, or content that does not reflect Customer's intent.

1.2 No Warranty of Accuracy; Customer Review. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, OR FREE OF THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS. Customer is solely responsible for reviewing and approving each avatar, script, voice configuration, campaign setting, and outreach cadence before it is activated for live use, and for deciding whether human review of any individual AI Output is appropriate before it is sent or relied upon. The Service asks Customer to review sample content and to confirm each campaign before it goes live. Customer's confirmation is Customer's statement that the campaign, its claims, and its recipients are accurate, lawful, and acceptable to Customer for use in Customer's name.

1.3 Mandatory AI-Content Disclosure. Customer acknowledges that a growing number of laws require disclosure that video, audio, or other content was generated or altered using artificial intelligence, or that a performer is synthetic. Examples include New York's synthetic performer disclosure law (N.Y. Gen. Bus. Law § 396-b, enacted as S.8420-A, effective June 9, 2026); California's AI Transparency Act (Cal. Bus. & Prof. Code § 22757 et seq., as amended) and California SB 1050 on synthetic performers in advertising (operative January 1, 2027); Article 50 of the European Union Artificial Intelligence Act; and the prohibition on deceptive practices in Section 5 of the Federal Trade Commission Act. These laws change often, differ by place, and may apply differently to Customer and to Company. Company does not represent that any particular law does or does not apply to a given Tenant Campaign.

1.3.1 Company's Default Safeguards. As part of the Service, Company applies the following to Synthetic Presenter Content by default: (a) an on-screen label burned into the frames of every presenter segment stating that the presenter is AI-generated (for a Company stock presenter, exactly "AI-generated presenter. No human performer is depicted."; for a Digital Twin of a real, consenting person, a distinct label that names the depicted person and states that the video is used with permission, so that the stock wording is never shown on a real person's likeness; the exact strings are in the Product Disclaimers v01); (b) machine-readable provenance metadata or marking in the video file, and preservation of any marking that a Third-Party Provider applies; (c) a line in each email that links to Synthetic Presenter Content, placed next to the link, to the effect of "Includes a short AI-generated video." (the same line for a stock presenter and for a Digital Twin), and a matching line on the page where the video is shown; and (d) the AI-interaction notices described in Section 5.9. Company may change the wording, placement, size, and technical method of these safeguards at any time, including to meet new legal requirements, and the current wording is shown to Customer in the Service. Customer cannot turn these safeguards off or edit them. They are defaults provided to help Customer comply. They are not a representation that they satisfy every law that applies to Customer.

1.3.2 Customer's Disclosure Obligations. Customer will not, and will not permit any Sub-Customer or user to: (a) remove, crop, cover, blur, obscure, alter, shorten, speed up, or re-encode away any label, notice, line, or metadata described in Section 1.3.1; (b) send, publish, or redistribute Synthetic Presenter Content from which any of them has been removed or lost, or repost it in a way that drops them; (c) state, suggest, or imply anything that contradicts them; or (d) edit a template, email, or page so as to remove a disclosure line. If Customer downloads, copies, or reuses Synthetic Presenter Content outside the Service, Customer will keep the label and metadata intact. Customer remains independently responsible for any further or different disclosure that Applicable Law requires of Customer's own use of the Service, and the white-label license in Clause 11 does not permit Customer to avoid any disclosure.

1.4 No Outcome Warranty. COMPANY DOES NOT WARRANT THAT ANY INDIVIDUAL CONTACTED THROUGH THE SERVICE WILL RESPOND, ENGAGE, CONVERT, OR RESULT IN ANY MEETING, SALE, OR OTHER BUSINESS OUTCOME FOR CUSTOMER, OR THAT ANY CAMPAIGN WILL ACHIEVE ANY REPLY RATE, MEETING RATE, REVENUE, EMAIL DELIVERABILITY OR INBOX PLACEMENT, VIDEO VIEW RATE, OR PERFORMANCE LIFT OVER ANY ALTERNATIVE. Scores, analytics, and comparisons that the Service reports describe past activity and are estimates, not predictions or guarantees. Email deliverability depends on mailbox providers and other factors outside Company's control.

1.5 No False Claim of Human Presence. Customer will not state, suggest, or imply, in any message, page, script, metadata, or other communication, that a synthetic presenter, synthetic voice, or AI conversation agent is a real person, an employee, or a customer; that a human recorded or personally made a video that the Service generated; or that any person watched, researched, or met a recipient beyond what actually happened. Customer will not instruct an AI conversation agent to claim to be human or to deny being an AI when asked.

1.6 Truthful Content; No Fabricated Claims. Customer will ensure that every statement in a Tenant Campaign, including every opening line or "hook," offer, comparison, and claim about Customer, its products, or the recipient, is true, current, substantiated, and not misleading. Customer will not use the Service to create or communicate any fabricated fact, testimonial, endorsement, review, case study, customer name, statistic, or results claim, or any claim of results that Customer cannot substantiate. A stock presenter or any other synthetic presenter will never be used to voice a testimonial, endorsement, or results claim or to portray a customer, endorser, or employee. Company's automated drafting features are designed to tie factual statements to signals stored in the Service, but that design is a quality aid. It does not verify that a signal or a statement is accurate, and Customer remains responsible for what is sent.

2. Customer Warranties: Likeness, Voice, Content, and Contact Data

2.1 Rights to Uploaded Likeness and Voice. A Digital Twin or voice clone of a real person is available only on the Growth and Scale plans. Customers on the Launch plan choose from Company's stock presenters and stock voices and cannot upload or supply a face or voice. Where Customer uploads, configures, or authorizes the creation of a Digital Twin avatar, voice clone, or any other synthetic representation of an individual's likeness or voice ("Synthetic Persona") through the Service, Customer represents and warrants that: (a) it owns, or has obtained and will maintain, the documented, written, free, and informed consent of the individual whose face or voice is used, that the individual is above the applicable statutory age of majority, and that the individual may revoke that consent, which Customer will honor as described in Section 8.7; (b) it has, or has obtained, all rights, licenses, and permissions necessary to create and use the Synthetic Persona for Customer's outbound sales and marketing purposes, including every notice, consent, and written release required under applicable biometric privacy, right-of-publicity, and digital replica law; (c) the face or voice is that of the consenting individual and not that of any public figure or other person; and (d) the use does not infringe, misappropriate, or violate any third party's intellectual property, publicity, or privacy rights.

2.2 No Impersonation Without Authorization. Customer will not use the Service's avatar, voice, or AI conversation capabilities to impersonate, or create a Synthetic Persona of, any real individual without that individual's explicit, documented authorization. Company reserves the right to require documentation of consent at any time and to suspend or remove any Synthetic Persona for which such consent cannot be verified.

2.3 Rights to Contact List and Recipient Data. Customer represents and warrants that: (a) it has all rights and consents necessary to provide Customer Data to Company for processing under this Agreement; (b) it has, or will obtain, every consent, notice, and lawful basis necessary under Applicable Law to contact the individuals in its target lists through the outreach channels the Service supports, including email and text message; (c) to its knowledge, the Recipient Data it supplies is accurate and was collected lawfully; and (d) its use of the Service will comply with all Applicable Laws.

2.4 No Sensitive Data. Customer will not use the Service to collect, process, upload, or generate outreach involving special categories of personal data (including health, biometric-beyond-likeness, financial account, or government ID) about any prospect or third party, as the Service has not been designed or reviewed for that purpose.

2.5 Tenant Content. Customer represents and warrants that it owns or has all rights necessary to use, and to license to Company under Section 2.6, all Tenant Content, and that Tenant Content, and its use through the Service, is accurate, lawful, and does not infringe or violate any third party's rights.

2.6 License to Company. Customer grants Company a non-exclusive, worldwide, royalty-free license during the Term, and afterward as needed to meet Clauses 6 and 8, to host, reproduce, process, adapt, and display Tenant Content and Customer Data, and to permit Third-Party Providers to do so on Company's behalf, solely to provide, secure, support, and improve the Service as described in this Agreement and the Privacy Policy.

3. Disclaimer of Warranties and Limitation of Liability

3.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE, ALL AI OUTPUTS, ALL SYNTHETIC PRESENTER CONTENT, AND ALL THIRD-PARTY COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. COMPANY DOES NOT WARRANT THAT AI FEATURES WILL BE FREE OF ERRORS OR ARTIFACTS, THAT THEY WILL PRODUCE OUTPUT THAT MATCHES CUSTOMER'S INTENT, OR THAT THE SERVICE OR ANY DEFAULT SAFEGUARD WILL CAUSE ANY TENANT CAMPAIGN TO COMPLY WITH ANY LAW THAT APPLIES TO CUSTOMER.

3.2 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY, EXCEPT AS PROVIDED IN SECTION 3.4.

3.3 Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (II) FIVE HUNDRED DOLLARS ($500). THIS CAP APPLIES TO COMPANY'S RESPONSIBILITY FOR ITS SUB-PROCESSORS AND THIRD-PARTY PROVIDERS. INDEMNITY SUPER-CAP: EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 WILL NOT EXCEED THE GREATER OF (I) ONE MILLION DOLLARS ($1,000,000) OR (II) FIVE (5) TIMES THE FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. NO CAP APPLIES TO A PARTY'S FRAUD, ITS WILLFUL MISCONDUCT, OR CUSTOMER'S VIOLATION OF A CORE PROHIBITION IN THE ACCEPTABLE USE POLICY. EVERY OTHER CLAIM REMAINS SUBJECT TO THE GENERAL CAP ABOVE.

3.4 Exceptions. Sections 3.2 and 3.3 do not apply to: (a) Customer's obligation to pay fees; (b) Customer's obligations under Section 7.1, and amounts payable to third parties and regulators under Section 7.1, which are treated as direct damages; or (c) any liability that cannot be excluded or limited under Applicable Law, including liability for fraud or willful misconduct and an individual's statutory data protection or privacy rights, to the extent a limitation is not permitted.

3.5 Basis of the Bargain. Each party is a business that is entering this Agreement for business purposes and has had the opportunity to review it with advisers of its choice. The fees reflect, and the parties have agreed to, this allocation of risk, which is a fundamental part of the bargain. The limitations in this Clause 3 apply even if a limited remedy fails of its essential purpose.

4. Data Protection, Sub-Processors, and Security

4.1 Role of the Parties. For Customer Data that constitutes personal data under Applicable Law, Company acts as a processor (or service provider, as applicable under U.S. state privacy law) on Customer's behalf and as instructed by Customer, except that Company acts as an independent controller with respect to: (a) account, billing, and payment data processed for its own billing, fraud-prevention, and product-improvement purposes; (b) data generated by Company's own prospect-research and enrichment functionality; and (c) the specific, narrowly-defined category of de-identified/aggregated behavioral signal used in Company's cross-tenant knowledge base and scoring model, as described in Section 6.6.

4.2 Data Protection Documents and Provider Transparency. Processing of personal data is also governed by the Privacy Policy and the confidential Data Processing Addendum v04 ("DPA"). The DPA identifies each sub-processor that processes Customer's personal data, with data categories, purposes, processing locations, and retention, and is provided to Customer under confidentiality. Company maintains a current public list of the general technology categories used in the Service (for example, avatar and voice generation, language processing, email delivery, data enrichment, hosting, and content delivery) at www.b2bautoloop.com/legal/subprocessors. If this Agreement and the DPA conflict, this Agreement controls unless the DPA states otherwise.

4.3 Notice of Sub-Processor Changes and Objection. Company will give Customer at least thirty (30) days' advance notice before engaging a new sub-processor, or replacing one, that will process Customer Data, by updating the DPA and, for subscribed Customers, by email. A shorter notice may be given only where needed to keep the Service available or secure or to comply with law, in which case Company will give notice as soon as practicable and Customer's objection right below still applies. Customer may object within thirty (30) days of notice on reasonable grounds relating to data protection. If the parties cannot resolve the objection in good faith within a reasonable period, Customer's sole and exclusive remedy is to terminate the affected portion of the Service without penalty and receive a pro-rated refund of prepaid, unused fees.

4.4 Flow-Down Obligations. Company will impose data protection obligations on each sub-processor that are substantially similar to those Company owes Customer under this Agreement, and will remain liable to Customer for each sub-processor's acts, errors, and omissions to the same extent Company would be liable if it had performed the sub-processor's services directly, subject to the liability cap in Section 3.3.

4.5 Security and Breach Notification. Company will maintain reasonable technical and organizational measures appropriate to the risk, including row-level security for tenant data isolation within its multi-tenant database, encryption in transit, and access controls. Company will notify Customer of a confirmed security incident affecting Customer Data without undue delay and in no event later than seventy-two (72) hours after Company becomes aware of it.

4.6 Recipient Requests. Company will operate a process to receive, verify, and respond to requests from recipients to access, delete, correct, or opt out of the use of their personal information, as described in the Privacy Policy. Customer will forward to Company, within five (5) business days, any such request or opt-out that Customer receives by any other route, and will honor it in the meantime.

4.7 Data Location. Company stores Customer Data in the United States and uses best-effort controls to keep processing primarily in the United States. Encrypted backups are stored in a bucket created with the storage provider's United States jurisdictional restriction; providers may process account and network metadata elsewhere. Some Third-Party Providers, including providers of global edge delivery, real-time media, live avatars, text messaging, and payments, may process data outside the United States, as the DPA lists. Real-time media may be routed through a provider's global network, and Company does not record it. Text messaging is processed primarily in the United States. Some lookup providers are established or host data in the European Union or the United Kingdom. Company sends them only the name, company, and domain of U.S. business contacts. Customer is responsible for having a lawful basis to contact its recipients and for not targeting recipients in the EEA, the United Kingdom, or Switzerland. Before any Digital Twin processing begins, Company will confine Digital Twin biometric data and its backups to infrastructure that Company controls, in the pinned United States data centers identified in the DPA; the only exceptions are the identity and liveness check and the optional image tool described in the Privacy Policy v06. This Section describes Company's data-location practice. It is not a guarantee that data never leaves the United States.

5. Acceptable Use: Email, Text Message, and On-Page Conversation Rules

5.1 General Compliance Obligation. Customer will use the Service only in compliance with all Applicable Laws governing marketing, advertising, and electronic communications, including without limitation the Telephone Consumer Protection Act (TCPA) as it applies to text messages, the CAN-SPAM Act, applicable state mini-TCPA and electronic messaging statutes, state privacy laws, consumer-protection and advertising laws, the California Invasion of Privacy Act, the law of any place where a recipient is located, and any successor or equivalent laws.

5.2 Email-Specific Restrictions. Customer will not use the Service to send unsolicited commercial email in violation of the CAN-SPAM Act, and will ensure that all outbound email campaigns include accurate sender and routing information, a non-deceptive subject line, Customer's valid physical postal address, and a functioning opt-out mechanism honored within the time required by law and in any event within ten (10) business days.

5.3 No Outbound Calling. The Service does not place outbound telephone calls, voice broadcasts, or voicemail drops, and Customer will not use or attempt to use the Service, or any output of the Service, to do so. Voice functionality exists only as an on-page conversation that a prospect chooses to start on a page Customer's campaign directs them to.

5.4 Text Messages. The Service sends text messages only to a prospect who has engaged with Customer's page and personally supplied their mobile number with consent to receive messages, and only for messages related to that engagement (for example, a booking confirmation or reminder). Customer will not use the Service to send marketing text messages to any number that was not supplied in this way, and every message will honor STOP and similar opt-out replies immediately.

5.5 No Impersonation or Misleading Identity. Customer will not use the Service to create a false identity, misrepresent the identity or origin of a sender, or otherwise mislead a recipient as to who or what (human or AI) is communicating with them. Clause 1 and Clause 11 apply to every communication sent through the Service.

5.6 Volume and Abuse Limits. Customers will not use or attempt to use the Service to send communications at a volume or velocity inconsistent with Company's then-current sending limits and domain/mailbox warmup requirements, and will not attempt to circumvent rate limits, opt-out mechanisms, or consent gates built into the Service.

5.7 Suspension for Violation. Company may suspend Customer's access to any part of the Service, and take the other actions described in Clause 14, immediately and without prior notice, if Company reasonably believes Customer's use presents a risk of TCPA, CAN-SPAM, AI-disclosure, or other regulatory violation, a risk to Company's sending infrastructure, or a risk of reputational harm to Company or its other tenants.

5.8 Company-Maintained Suppression List. Company will maintain a platform-wide do-not-contact/suppression list that overrides any individual Customer's own contact list, and will honor opt-outs on a platform-wide, same-session basis. The list is an additional safeguard. It does not relieve Customer of its own duty to honor opt-outs and to keep its lists lawful.

5.9 On-Page Conversation Consent and AI Disclosure. Before any on-page voice conversation begins, the Service will present a recording and AI-interaction consent notice that the prospect must affirmatively accept, consistent with the all-party consent requirement of the California Invasion of Privacy Act (Cal. Penal Code § 631). At the start of every conversation, the AI agent will state that it is an AI and identify the business on whose behalf it is speaking. Prospect voice audio is transcribed and then discarded; it is not retained as a recording or used to create a voiceprint.

5.10 Audit Logging and Consent-Record Retention. Company will log the consent basis, timestamp, and decisioning trail for each text message and on-page AI conversation, and will apply automated rate/volume limits and anomaly detection. Company will retain, for a minimum of five (5) years, a record of the consent text presented, the method by which consent was obtained, its date and time, and the contact point to which it applies.

5.11 Future Channels. If Company ever makes available any channel that places telephone calls, Company will first amend this Agreement to add the consent, do-not-call registry, and call-identification requirements Applicable Law imposes on that channel, and Customer's use of it will be conditioned on those terms.

5.12 Sending Infrastructure. Company provisions and manages the sending domains and sending addresses that are included in Customer's plan. Messages sent from them go out in Customer's name and on Customer's behalf. Customer will provide, and keep current, the sender identification and physical postal address that the Service includes in each message, and Company may pause sending at any time to protect deliverability, other tenants, or compliance.

5.13 Recipients Outside the United States. The Service is offered to recipients located in the United States only, and Company sources prospects accordingly. Customer will not upload, target, or direct the Service at any recipient in the European Union, the European Economic Area, the United Kingdom, or Switzerland. Company has not adopted the data transfer mechanisms (such as standard contractual clauses or the UK International Data Transfer Agreement) that the law requires for those regions, and offers no processing of those recipients' data until it does and amends this Agreement in writing. Company may geo-gate, block, or remove any recipient or region at any time. For a recipient in Canada or any other place outside the United States, Customer is solely responsible for complying with the law of that place, including consent, notice, and AI-marking rules, or must not send to that recipient, as stated in Section 12.4.

5.14 Third-Party Email, Domain, and Mailbox Providers. Company uses third-party email, domain, and mailbox providers to send Customer's messages. Customer will comply with all restrictions those providers impose, including their acceptable-use, sending, and anti-spam policies, as Company notifies Customer, and with Applicable Law, including the CAN-SPAM Act and equivalent laws. Customer is solely responsible for the lawfulness of its recipient lists, content, consent and opt-out handling, and sender identification. Customer authorizes Company to send on its behalf. Company may rate-limit, pause, or suspend sending, mailboxes, or domains at any time, with or without notice, if a provider requires it or if in Company's reasonable judgment deliverability or reputation is at risk. Company does not guarantee inbox placement. Prohibited: industries or offers that providers restrict, deceptive headers, purchased or scraped lists without a lawful basis, and any resale of provider-sourced data. If Customer sends for a third party, including a Sub-Customer, Customer must first have a written agreement with that third party and its documented authorization, must keep them, and must give Company evidence of them on request, as the sending provider's policy requires. Customer will reimburse Company for fees, penalties, and costs that a provider imposes because of Customer's campaigns, as Section 7.1 provides.

6. Data Ownership, Proprietary Intelligence, and Post-Termination Rights

6.1 Ownership of Customer Data. As between the parties, Customer owns all raw prospect, contact, and activity data that Customer uploads to the Service or that the Service collects on Customer's behalf in the ordinary course of performing the Service for Customer, including Tenant Content, Recipient Data, contact records, campaign content Customer authored, engagement/activity history, and prospect interaction data (collectively, "Customer Data"). Customer Data remains visible and accessible to Customer within the Service's dashboard and reporting interfaces at all times during the Term, at the level of detail the Service is built to display to Customer-tier users.

6.1A Ownership of Generated AI Outputs. As between the parties, and subject to Company's retained ownership of Company Technology under Section 6.2, Customer owns the specific rendered AI Output — the generated avatar video, synthesized voice recording, or written message — that the Service produces for Customer's own outbound campaigns, and may use it commercially for that purpose without further restriction from Company, subject to Customer's warranties under Clause 2, Customer's compliance with Clauses 1 and 12, and the terms of Third-Party Providers that apply to the AI Output as described in Clause 13. To the extent Company acquires any rights in a given rendered AI Output by operation of law, Company assigns those rights to Customer. Customer's ownership under this Section does not extend to the underlying Synthetic Persona rendering artifact, avatar model, or voice model (Section 6.2(c)), which remain Company Technology. Customer acquires no exclusive right in any Company stock presenter, stock voice, or stock template that appears in an AI Output, and Company may provide the same stock presenters, voices, and templates to other customers.

6.2 Ownership of Company's Proprietary Technology. Notwithstanding Section 6.1, Company retains sole and exclusive ownership of, and Customer acquires no right, title, or interest in: (a) behavioral-scoring and inference algorithms, including the Loop Score engine, its weighting logic, behavioral-signal methodology, and any derived inference about a prospect's propensity to engage, convert, or respond; (b) the cross-tenant knowledge base and aggregated learning systems, including the self-healing knowledge base, retrieval-augmented generation (RAG) systems, and any objection-handling, conversational intelligence, or behavioral insight derived from aggregated, de-identified interactions across Company's tenant base; (c) Synthetic Persona rendering artifacts, including any Digital Twin avatar model, voice clone, or other rendering artifact generated, trained, or maintained by Company's systems, distinct from the underlying consented likeness or voice input supplied (see also Section 8.4); and (d) Company-developed software, model configurations, prompts, workflows, and analytics, whether or not informed, trained, tuned, or validated using Customer Data, including any aggregated or de-identified data sourced from Customer or other tenants (collectively, "Company Technology"). Company Technology is Company's Confidential Information and proprietary intellectual property.

6.3 Scope of Data Delivered to Customer's Own Systems. Where the Service integrates with or exports data to a CRM, spreadsheet, or other system Customer controls, Company will deliver standard lead and activity fields reasonably necessary for Customer to manage its own sales process (at minimum: contact name, email, phone, company, and a summarized engagement or Loop Score status indicator). Company is under no obligation to export, expose via API, or otherwise make portable to Customer's own systems the granular behavioral telemetry, model outputs, knowledge base content, or scoring internals that Company Technology generates. This Section 6.3 governs only what Company must deliver to Customer's own systems and does not limit any independent right a prospect may have as a data subject under Applicable Law (Section 6.6).

6.4 Effect of Termination. Upon expiration or termination of this Agreement, Company will, upon Customer's written request made within thirty (30) days of termination, make available to Customer an export of Customer Data in a standard format reasonably compatible with common CRM and spreadsheet platforms (at minimum, the fields described in Section 6.3). Company has no obligation to export, transfer, license, or continue to make available any Company Technology, including any Digital Twin avatar, voice clone, knowledge base content, or Loop Score output, following termination, and may deactivate, archive, or delete it in accordance with its standard retention practices and Clause 8. A terminated Customer's Synthetic Persona is disabled and is not transferred to Customer or to any successor provider.

6.5 No Implied License. Nothing in this Agreement grants Customer any license, right, or interest in Company Technology, whether by implication, estoppel, or otherwise, beyond Customer's right to view outputs of the Service through the dashboard during the Term as provided in Section 6.1. Company's use of Customer Data to train, tune, or improve Company Technology on an aggregated or de-identified basis does not give Customer any ownership interest in the resulting model, methodology, or knowledge base.

6.6 Data Subject Rights; De-Identification Pipeline; Dual-Role Structure.

6.6.1 Independent Rights of Data Subjects. Sections 6.1 through 6.5 govern the allocation of rights between Company and Customer only. They do not limit any statutory right a prospect may independently hold, including any right under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.) ("CCPA/CPRA"), to know, access in a portable format, delete, or opt out of certain uses of their personal information. Company acknowledges that prospect behavioral, contact, and interaction data processed through the Service constitutes "personal information" under the CCPA/CPRA, and that inferences about a prospect's engagement or conversion propensity (including Loop Score) constitute "inferences drawn from personal information" within the meaning of Cal. Civ. Code § 1798.140(v). Company will maintain a process to receive, verify, and respond to prospect requests (or requests made by Customer on a prospect's behalf), including verified access to prospect-specific Loop Score outputs and the behavioral signal that informed them where required by law, and will honor verified deletion requests consistent with Clause 8.

6.6.2 Service-Provider Rule and Pooling Architecture. The cross-tenant knowledge base, Loop Score engine, and related aggregated systems described in Section 6.2(b) will be built exclusively from behavioral signals that have first passed through the de-identification pipeline in Section 6.6.3. California's service-provider regulation (Cal. Code Regs., tit. 11, § 7050) restricts a service provider from combining personal information received from one client with that received from another; the pipeline and the dual-role structure in Section 6.6.4 are the means by which Company pools behavioral signals across tenants while remaining compliant.

6.6.3 De-Identification Pipeline. Company will not pool any signal across tenants until this pipeline is built and operating. The pipeline works in the following stages:

•  Stage 1 — Identifier exclusion. At ingestion, direct identifier fields are excluded from any record eligible for pooling, including contact name, email address, phone number, company or organization name, account or subscription ID, and any other field that directly identifies a prospect or their employer.

•  Stage 2 — Free-text scrubbing. Automated natural-language processing removes personally identifiable information from free-form content (email bodies, conversation transcripts, avatar interaction records), including phone numbers, email and street addresses, government and financial identifiers, and proper names of real individuals.

•  Stage 3 — Behavioral tokenization. Only after Stages 1 and 2, remaining records are transformed into generalized behavioral signals (engagement-recency categories, objection-pattern classifications, funnel-stage transitions, response-propensity indicators) and converted to non-human-readable vector form. Only this layer is pooled — never per-prospect record snapshots.

•  Stage 4 — Architectural separation. Raw per-tenant Customer Data is kept in separate, access-controlled, tenant-siloed storage with encryption at rest and access logging. The pooled layer is kept in separate infrastructure with its own access controls. This is a technical control, not only a policy commitment.

•  Stage 5 — Minimum cohort. No cross-tenant pattern, statistic, or model output derived from pooled data is surfaced for use unless the underlying cohort contains at least thirty (30) prospect records from at least three (3) separate tenants.

•  Stage 6 — Governance commitments. Company publicly commits in its Privacy Policy to (a) maintaining pooled data in de-identified form and not attempting re-identification except to validate the pipeline itself, and (b) contractually requiring the same of any downstream recipient, including any infrastructure provider that hosts or processes the pooled layer, consistent with Cal. Civ. Code § 1798.140(m).

•  Stage 7 — License grant and opt-out. At the point Customer Data first contributes to the pooled layer, Company will obtain Customer's affirmative, documented acknowledgment granting Company a perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license to retain and use the resulting de-identified signal, and to pool it with signal from Company's other customers to improve the Loop Score engine and knowledge base. Customer may opt out of pooling at any time, with prospective effect, by written notice; signal already contributed and de-identified cannot be withdrawn.

6.6.4 Dual-Role Structure. For the narrow data flow of compiling de-identified/aggregated behavioral signal into the systems described in Section 6.2(b), Company acts as an independent business/controller, not a service provider, under the CCPA/CPRA. This is not a reclassification of the overall Company/Customer relationship — for all other tenant-instructed processing, Company remains a service provider. For this flow, Company takes independent responsibility for notice and rights obligations to prospects, describes the Loop Score engine and knowledge base in its Privacy Policy, honors prospect requests under Section 6.6.1, and maintains the pipeline in Section 6.6.3. This structure does not change either party's liability under Clauses 3 and 7, and does not excuse Company from operating the pipeline itself.

6.7 Retention, Deletion, and Purge. Company retains Customer Data, including rendered Synthetic Presenter Content, for the Term and then deletes or de-identifies it on the single retention schedule in Section 8 of the Privacy Policy v06 (the "Retention Schedule"), which the DPA follows, and in any event purges Customer Data within sixty (60) days after termination, except where retention is required by law or to resolve disputes. When Company processes a verified deletion or opt-out request from a recipient, it will remove or de-identify the personal information it holds about that recipient, including video and page content generated for that recipient, in accordance with the Retention Schedule, subject to legal retention duties and to the minimum record needed to honor a future do-not-contact request. Biometric data follows Section 8.4. Company may purge content under Clause 14.

7. Indemnification

7.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents (the "Company Indemnified Parties") from and against any and all third-party claims, demands, suits, investigations, regulatory actions, and proceedings, and any resulting losses, damages, fines and penalties (to the extent permitted by law), liabilities, settlements, costs, and expenses, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to: (a) any Tenant Campaign, including its content, claims, hooks, offers, recipients, targeting, and timing; (b) Tenant Content; (c) Recipient Data, contact lists, or other data Customer uploads or directs the Service to use, including any claim that it was obtained, used, or processed without proper consent or in violation of a third party's rights; (d) Customer's failure to obtain, verify, or maintain any consent, opt-in, notice, opt-out, do-not-contact, or suppression compliance required for communications that Customer initiates, schedules, or authorizes through the Service; (e) Customer's violation of Applicable Law, including laws governing commercial electronic messaging and text messaging (such as the Telephone Consumer Protection Act, 47 U.S.C. § 227, and the CAN-SPAM Act, 15 U.S.C. § 7701 et seq.), advertising, AI disclosure and synthetic performers, privacy and data protection, biometric privacy, consumer protection, and the law of any place where a recipient is located; (f) any claim that a Synthetic Persona, or any face, voice, or likeness that Customer or a Sub-Customer supplied or authorized, violates a person's right of publicity, likeness rights, or rights under any Biometric Privacy Law, or was used without current consent, including after a departure or revocation described in Section 8.7; (g) the removal, obscuring, or contradiction of any disclosure described in Section 1.3, or any statement that a synthetic presenter is a real person, contrary to Clause 1; (h) Customer's breach of this Agreement, the Acceptable Use Policy, Schedule A: Tenant Responsibilities, or any representation or warranty made by Customer; (i) unauthorized or illegal use of the Service by Customer, its personnel, or any person using Customer's credentials; (j) any claim by a recipient, Sub-Customer, or regulator arising from Customer's use of the Service; and (k) any fee, penalty, suspension cost, or claim imposed on or made against Company by an email, domain, mailbox, or other Third-Party Provider because of Customer's Tenant Campaigns. Customer has no obligation under this Section to the extent a Loss is caused by Company's breach of this Agreement or by Company's gross negligence or willful misconduct, or is a claim covered by Section 7.2.

7.2 Company Indemnification. Company shall defend, indemnify, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, and agents (the "Customer Indemnified Parties") from and against any and all Losses arising out of a third-party claim that Company's core proprietary Service platform, meaning Company's own software code, automation workflows, user-interface functionality, and platform architecture as provided to Customer and unmodified, infringes or misappropriates such third party's valid U.S. patent, copyright, registered trademark, or trade secret. This obligation does not apply, and Customer shall instead indemnify Company under Section 7.1, to the extent a claim arises from: (a) Customer Data, Customer's contact lists, or Tenant Content; (b) modification of the Service by anyone other than Company; (c) combination of the Service with products, data, or services not provided by Company; (d) Customer's use of the Service outside the scope authorized by this Agreement or in violation of the Acceptable Use Policy or Schedule A: Tenant Responsibilities; (e) output generated by any AI model or component that Company did not itself develop, whether licensed from a third party or deployed by Company from open-source model weights, including avatar rendering and lip-sync, voice synthesis, and language-model components ("Third-Party Component"); (f) any claim concerning the training data, model weights, or source material used to create a Third-Party Component; or (g) a likeness, voice, or other content supplied or selected by Customer.

If the Service becomes, or Company reasonably believes it may become, the subject of an infringement claim covered by this Section, Company may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify or replace the Service to be non-infringing while providing substantially equivalent functionality; or (iii) terminate the applicable subscription and refund any prepaid, unused fees. THIS SECTION 7.2 STATES COMPANY'S ENTIRE OBLIGATION AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT, AND COMPANY'S TOTAL LIABILITY UNDER IT IS SUBJECT TO THE CAP IN SECTION 3.3.

7.3 Cap and Survival. Customer's obligations under Section 7.1 are not subject to the limitation of liability in Section 3.3. Company's obligations under Section 7.2 are subject to it. Each party's obligations under this Clause 7 survive termination for any claim arising from events during the Term.

7.4 Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the other party (the "Indemnifying Party") in writing of the claim, provided that failure to give prompt notice relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced; (b) tender sole control of the defense and settlement to the Indemnifying Party, using counsel reasonably acceptable to the Indemnified Party; and (c) provide, at the Indemnifying Party's reasonable expense, all information, authority, and assistance reasonably necessary to defend or settle the claim. The Indemnifying Party shall not enter into any settlement that admits fault on behalf of, or imposes any obligation on, the Indemnified Party without its prior written consent, unless the settlement unconditionally releases the Indemnified Party from all liability. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense.

7.5 Regulatory Matters. If a regulator, attorney general, or other government body directs an inquiry, demand, or action at Company that arises from Customer's use of the Service, Company may control its own response with counsel of its choosing. Company will consult with Customer where practicable, and Customer will reimburse Company's reasonable costs, including attorneys' fees, to the extent the matter is within Section 7.1. Customer will not settle or respond on Company's behalf without Company's written consent.

8. Biometric Data Collection, Retention, and Destruction

8.1 Applicability and Statutory Framework. Creating a Digital Twin avatar or voice clone through the Service may involve capturing biometric identifiers of the depicted individual, including facial geometry and voiceprint data, which are regulated under state biometric privacy laws including: (a) the Illinois Biometric Information Privacy Act (740 ILCS 14), which requires written notice, a written release, a stated purpose and retention schedule, and destruction when the purpose is satisfied or within three years of the individual's last interaction, whichever is earlier; (b) the Texas Capture or Use of Biometric Identifier Act (Tex. Bus. & Com. Code § 503.001); and (c) Washington's biometric privacy law (RCW 19.375) (together, "Biometric Privacy Laws"). This Clause 8 is modeled on the Illinois standard, the strictest of the three, and is designed to satisfy the others as well.

8.2 Customer Warranty — Biometric Consent and Authority. In addition to Clause 2, before any likeness, voice sample, or biometric identifier is uploaded to the Service, Customer represents and warrants that: (a) the individual depicted has given free, informed, written consent and is above the applicable age of majority; (b) the individual has been told in writing, before collection, the specific purpose for which their biometric data will be used, how long it will be retained, and how it will be protected; (c) the individual has been told that the data will be processed by Company's infrastructure providers and AI processing components identified in the confidential DPA; (d) a separate written release specific to biometric collection (not folded into general terms) has been obtained; (e) any additional consent required in the individual's jurisdiction has been obtained; (f) the consent was not obtained through misrepresentation and is genuinely voluntary; and (g) the upload does not violate any third party's intellectual property, publicity, privacy, or biometric rights. False representations under this Section are a material breach of this Agreement.

8.3 Company's Independent Point-of-Capture Consent. Company will not rely solely on Customer's warranty and will not accept any biometric data without completing its own consent capture, in this required order: (a) identity verification and liveness check of the individual; (b) a standalone consent screen, separate from the account terms and Acceptable Use Policy, stating what biometric data is collected, the specific purpose, the retention and destruction schedule in Section 8.4, that the data will not be sold or shared for others' own purposes, and how to request deletion; (c) the individual's affirmative consent, not mere acknowledgment; (d) a recorded, on-camera verbal consent statement spoken by the individual; (e) a signed likeness license; and only then (f) capture of the likeness or voice recording used to build the Synthetic Persona. Company will retain a record of the consent screen version, timestamp, method, originating IP address, and the recorded consent statement for at least as long as the biometric data is retained plus two (2) years. Consent runs to the individual depicted, not only to Customer; an employer's authorization does not substitute for the individual's own release. Company may require further documentation, audit consent compliance, and suspend or remove any Synthetic Persona for which current, verifiable consent cannot be shown.

8.4 Retention and Destruction Schedule. Company will maintain a written, publicly available retention and destruction policy, incorporated by reference and published at www.b2bautoloop.com/legal/biometric, under which Company will permanently delete biometric identifiers captured or generated for a Synthetic Persona — including facial-geometry data, source footage, voice-clone training data, and the resulting face and voice models — at the earliest of: (a) the purpose for which the data was collected being satisfied; (b) three (3) years from the individual's last interaction with the Service or any Synthetic Persona derived from their data; or (c) thirty (30) days after the individual withdraws consent, the individual leaves Customer's organization or engagement, or Customer's account or relationship with Company terminates for any reason. "Purpose satisfied" means the Synthetic Persona is permanently removed from active systems and test environments, or a voice or avatar model is superseded and the prior model destroyed; disabling an avatar or pausing a campaign does not satisfy it. Deletion will be secure erasure, not only logical deletion. Encrypted backup copies are not restored and expire on a rolling schedule within thirty (30) additional days, so no biometric data remains in any backup more than sixty (60) days after the triggering event. Company will provide deletion confirmation to Customer on request.

8.5 No Limitation of Independent Statutory Obligations. This Clause 8 describes Company's intended practice and does not define or limit the obligations Biometric Privacy Laws independently impose on either party. Where the same individual's biometric data would be used for more than one tenant, fresh, purpose-specific consent will be obtained for each tenant engagement. This Clause addresses U.S. state law only; processing of individuals located outside the United States requires separate analysis before it is permitted.

8.6 No Profit from Persona Artifacts. Consistent with 740 ILCS 14/15(c), which prohibits profiting from a person's biometric identifier or information, Company will not, and Customer will not: (a) sell, license, or monetize a Synthetic Persona on a standalone basis for any purpose other than the one for which the original biometric consent was obtained; (b) resell a trained avatar or voice model to any third party, including other tenants or Sub-Customers, without fresh written consent from the individual authorizing that resale and use; (c) derive revenue from a Synthetic Persona through any use beyond what was disclosed in the consent process under Section 8.3; or (d) license a Synthetic Persona to any other entity except as the original consent expressly permits, and then only with the full consent and licensing obligations passed through.

8.6.1 Loop Score Excludes Biometric Data. The Loop Score engine and other behavioral-scoring models described in Section 6.2(a) do not use, train on, or incorporate biometric data; they use behavioral signal from prospect interactions only. If Company's architecture ever changes so that any scoring or inference model would incorporate biometric data, Company will first (a) disclose the change in writing to all affected Customers, (b) obtain fresh consent from each affected individual, and (c) provide an opt-out that excludes that individual's biometric data from the model even where they have consented to Synthetic Persona creation.

8.7 Departures, Withdrawals, and Revocations. Customer is responsible for knowing when a consent has ended. Customer will notify Company in writing promptly, and in any event within two (2) business days, after it learns that: (a) an individual whose face or voice is used in a Synthetic Persona has withdrawn or revoked consent; (b) that individual has left, or is about to leave, Customer's organization or engagement; (c) Customer can no longer produce the individual's documented consent; or (d) a claim or complaint concerning the Synthetic Persona has been made. On that notice, or when Company otherwise learns of such an event, Company will promptly stop using the Synthetic Persona for new renders, disable live links to videos that use it, and delete the associated biometric data and rendered content on the schedule in Section 8.4. Customer will not use that likeness or voice again, including after re-hire or re-engagement, without fresh consent under Section 8.3. Company is not responsible for messages already delivered to recipients. Customer is responsible for any claim or liability arising from continued use of a Synthetic Persona after consent has ended, to the extent Customer failed to give notice under this Section.

8.8 Deletion on Request. Company will delete a Synthetic Persona, its biometric data, and the associated rendered content on the verified written request of the individual depicted or of Customer, in accordance with the retention and destruction schedule in Section 8.4, and will confirm the deletion on request.

8.9 Availability and Limits. Digital Twin and voice clone features are available only on the Growth and Scale plans; Launch Customers use Company stock presenters and stock voices and cannot upload a face or voice. Company may decline, limit, delay, or discontinue Digital Twin, voice clone, or other Synthetic Persona features for any individual, Customer, plan, or place, for example where biometric or digital replica law is unsettled or where Company cannot verify consent. The Company stock presenters and stock voices are the alternative. Nothing in this Clause 8 obliges Company to offer these features at any time.

9. Formation of Agreement; Electronic Acceptance

9.1 Formation. This Agreement is formed when Customer creates an account through the Service's online signup or checkout flow and affirmatively indicates acceptance — such as by checking a box or clicking a button labeled to indicate agreement — immediately following or adjacent to a conspicuous, clickable link to this Agreement's then-current terms.

9.2 Notice Requirements. Company will present the terms in a manner reasonably calculated to provide actual or constructive notice before Customer's assent is recorded, including: a working hyperlink to the current terms; visually distinct placement of that link (for example, contrasting color and underlined text); and explicit language identifying that the relevant action (for example, "Create Account") constitutes agreement to the terms. Customer is not required to scroll past the terms to reach the action button, but notice and the action button must be spatially and temporally coupled on the same screen or step.

9.3 Record of Acceptance. Company will retain a record of the version of this Agreement presented to Customer and the fact, method, and approximate time of Customer's acceptance (including a version identifier or hash of the terms shown), sufficient to evidence assent if later disputed, and will keep that record, together with Customer's consent to automatic renewal, for at least three (3) years after the subscription ends.

9.4 Incorporated Documents and Specific Confirmations. By accepting this Agreement, Customer also accepts the Acceptable Use Policy and Schedule A: Tenant Responsibilities and acknowledges the Privacy Policy and the DPA. Company may also require Customer to give a separate affirmative confirmation at specific points, for example at checkout, before a campaign is approved to send, and before any Digital Twin is created. Company records the version of each document and confirmation, the user, and the time.

10. General Provisions, Plans, and Payment

10.1 Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, except as provided in Section 10.2. Those courts also hear any action to compel arbitration or to enter judgment on an arbitration award.

10.2 Dispute Resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation for thirty (30) days following written notice. If unresolved, any dispute arising out of or relating to this Agreement will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its then-current commercial arbitration rules, except that: (a) either party may bring an individual action in small claims court for a qualifying dispute; and (b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction for claims relating to intellectual property infringement or breach of confidentiality. EACH PARTY AGREES THAT ANY ARBITRATION OR PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. One arbitrator will hear the case, by written submissions or video conference unless the arbitrator decides an in-person hearing is needed, in which case it will be held in Wilmington, Delaware. Each party pays its own attorneys' fees, and the AAA's fees follow the AAA rules. A court may enter judgment on the award. If the class and representative action waiver is held unenforceable for a claim, that claim will be decided by the Delaware courts named in Section 10.1 and not in arbitration. Arbitration opt-out. Customer may opt out of arbitration by written notice to Company within thirty (30) days after first accepting this Agreement. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY COURT PROCEEDING BETWEEN THEM TO THE FULLEST EXTENT THE LAW ALLOWS.

10.3 Term and Termination. (a) Term. This Agreement begins on the date Customer accepts it and continues for the billing period selected at checkout (one month for monthly plans, one year for annual plans), automatically renewing for successive periods of the same length until Customer cancels under Section 10.4.2 or Company gives Customer at least thirty (30) days' notice of non-renewal. (b) Termination for Cause. Either party may terminate if the other materially breaches and fails to cure within thirty (30) days of written notice, except that Company may terminate immediately on notice for a breach of Clause 1, 2, 5, 8, or 12 that is incapable of cure or that creates a material legal or safety risk. Company may terminate immediately upon Customer's insolvency, bankruptcy, or assignment for the benefit of creditors. (c) Termination for Convenience. Customer may cancel at any time under Section 10.4.2. Company may terminate for convenience on thirty (30) days' written notice. (d) Effect. If Company terminates for convenience, or Customer terminates for Company's uncured breach, Company will refund prepaid, unused fees pro rata. Except for the first-month refund in Section 10.4.1, no refund is owed if Company terminates for Customer's breach or Customer terminates for convenience. (e) Survival. Clauses 2, 3, 6, 7, 8, 12, 14, and 15, Clause 4 for as long as Company holds Customer Data, Sections 10.1, 10.2, 10.4, 10.7 through 10.11, confidentiality obligations, and any provision that by its nature should survive, survive termination.

10.4 Plans, Fees, and Payment. Customer subscribes to the plan (Launch, Growth, or Scale) selected at checkout. The current plans are summarized below. If the plan name, fee, or monthly allotment shown at checkout for Customer's order differs, the checkout terms control.

Fees are stated in US dollars and exclude taxes. Customer pays all sales, use, value-added and similar taxes on the Service, other than taxes on Company's income. Billing is monthly by default, and Company may offer annual prepayment on selected plans at the price shown at checkout. Promotional or beta pricing is as stated at checkout and in Section 10.4.6. For self-serve subscriptions, billing starts at checkout: payment by card or, where offered, ACH bank debit clears before anything is provisioned, the first month's allotment starts at checkout, and later charges are made automatically on each renewal date. Customers on an invoiced arrangement agreed in writing with Company are invoiced monthly in advance and pay within thirty (30) days of the invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Company may suspend access if payment is more than thirty (30) days overdue, following at least ten (10) days' additional written notice. Add-on packs, such as additional opener, lead, or conversation-minute packs, are sold at the prices shown at checkout. Overage auto-recharge is off unless Customer turns it on, and the Service alerts Customer at 80% and 100% of an allotment.

10.4.1 First-Month Partial Refund; No Free Trial. Before checkout, Company may offer a preview gallery and one sample render so that Customer can judge the Service. This is not a free trial, and the Service is paid from checkout. If Customer cancels within thirty (30) days after its first payment, Company will refund the unused portion of that first month's fee, calculated daily: the first-month fee divided by the number of days in that billing period, multiplied by the number of days remaining after the cancellation date. Customer's access ends on the cancellation date. This refund applies once per Customer account. It is the only refund available when Customer cancels, and it is not a satisfaction guarantee. It does not apply to renewals, upgrades, add-on purchases (which are final once delivered), or third-party costs already incurred for Customer, and it does not apply where Company suspends or terminates the account for a violation of the Acceptable Use Policy or this Agreement. For an annual plan, the refund is calculated on one twelfth of the annual fee. The pro-rated refunds that Sections 4.3, 7.2, 10.3(d), and 13.3 give for events on Company's side are not affected. No other refunds except as required by law.

10.4.2 Cancel Any Time. Customer may cancel at any time online in its account (Account, then Billing), without needing to call or email, at least as easily as Customer signed up. Cancellation stops future charges and takes effect at the end of the billing period Customer has already paid for, and Customer keeps access until then. Fees already paid are not refunded, except under Section 10.4.1 or as required by law. Company will send Customer written confirmation of the cancellation.

10.4.3 Charge Disclosure and Consent. Next to the payment button, before Customer pays, Company states what Customer will be charged: "You will be charged $X today, then $X every month (or every year) until you cancel," together with the cancellation and refund terms. Customer must tick an unchecked box agreeing to automatic renewal and to these terms before paying. The exact checkout wording is in Product Disclaimers v01. After purchase, Company sends a confirmation email stating the plan, the price, the renewal date, how to cancel, the refund formula in Section 10.4.1, and a copy of the terms.

10.4.4 Automatic Renewal and Price Changes. The subscription renews automatically for successive periods of the same length (one month for monthly plans, one year for annual plans) at the then-current price until Customer cancels. Company will notify Customer in writing of any price increase at least thirty (30) days before it takes effect, and Customer may cancel before it applies.

10.4.5 Annual Plans. An annual plan is billed once per year and renews yearly. Company will email Customer a renewal reminder 15 to 45 days before each renewal, stating the price, the renewal date, and how to cancel. If Customer cancels an annual plan, Customer keeps access through the paid year, and the remaining months are not refunded, except under Section 10.4.1 or as required by law.

10.4.6 Design Partner Beta. The Design Partner Beta is limited to ten (10) seats, is month to month, and has no prepayment. The price is $497 per month for the first six (6) months, then $997 per month unless Customer cancels. Company will remind Customer in writing at least fifteen (15) days before month seven begins. This scheduled change is disclosed here and at checkout, and the thirty-day notice in Section 10.4.4 does not apply to it. Beta limits per seat are 1,500 sourced leads, 150 live-avatar minutes, and 50 Spotlight videos per month, with add-ons at list price. Sections 10.4.1 through 10.4.5 otherwise apply. Included beta support is email support with a one-business-day reply plus two onboarding calls; additional help is paid. No referral commission is paid on Design Partner Beta seats.

10.4.7 Failed Payments and Disputes. If a payment fails, Company may retry it and may suspend access until it is paid, as Section 10.4 provides. Customer agrees to contact Company through the Service or at legal@b2bautoloop.com before filing a card dispute, so that Company can try to resolve the issue. Company may give Customer's card issuer or bank records of Customer's acceptance, authorization, and use.

10.4.8 Records. Company keeps a record of Customer's acceptance of this Agreement and of its consent to automatic renewal, including the date, time, and version shown, for at least three (3) years after the subscription ends, as Section 9.3 provides.

10.4.9 Business Use Only. The Service is for business use only. Customer acknowledges that it is purchasing the Service for its business and not as a consumer or for personal, family, or household purposes.

10.5 Assignment. Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement binds and benefits the parties' permitted successors and assigns.

10.6 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental action, internet or telecommunications failures, or failure of a third-party hosting or infrastructure provider.

10.7 Entire Agreement; Severability; No Waiver; Amendment. This Agreement, together with any incorporated policies (including the Acceptable Use Policy, Privacy Policy, and DPA), is the entire agreement between the parties regarding its subject matter and replaces all prior agreements on that subject. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect. No waiver is effective unless in writing and signed by the waiving party. Company may modify this Agreement by posting updated terms and providing at least thirty (30) days' advance notice of any material change; Customer's continued use after the effective date of a change constitutes acceptance. If Customer does not accept a material change, Customer may cancel under Section 10.4.2 before the change takes effect, and the change will not apply to a period Customer has already paid for. Company will give notice of changes by email to the account contact or in the Service. Company may make a change sooner where required by law, a regulator, or a Third-Party Provider, as provided in Clauses 13 and 14.

10.8 Notices. Legal notices to Company must be sent to legal@b2bautoloop.com, with a copy to Company's registered agent at CT Corporation, 1209 Orange Street, Wilmington, Delaware 19801, and are deemed given one business day after being sent. Notices to Customer will be sent to the email address or in-app contact associated with Customer's account, are deemed given when sent, and Customer will keep that contact current.

10.9 Order of Precedence; Relationship of the Parties. If the documents conflict, this Agreement controls over Schedule A: Tenant Responsibilities, and Schedule A controls over the Acceptable Use Policy, except that where two documents address the same duty of Customer, the stricter requirement applies. The DPA controls only as Section 4.2 states. The parties are independent contractors. This Agreement creates no partnership, agency, or employment relationship and confers no rights on any third party except the indemnified parties named in Clause 7. The Privacy Policy and the Cookie Policy describe how Company handles information and do not add to or reduce Customer's duties. The Product Disclaimers v01 set the exact product wording and checkout text and do not change who is responsible for what under this Agreement.

10.10 Confidentiality. Each party will keep the other's Confidential Information confidential, use it only to perform or receive the Service, and share it only with personnel, advisers, and providers who need it and are bound to keep it confidential. "Confidential Information" means non-public information that is marked confidential or that a reasonable person would understand to be confidential, including the DPA, Company Technology, pricing, security practices, and Customer's non-public business information. It does not include information that is public through no fault of the receiving party, that the receiving party already knew or developed on its own, or that it lawfully received from someone else. A party may disclose Confidential Information where law or a regulator requires, after giving prompt notice where the law allows. These duties last for the Term and three (3) years afterward, and for as long as the information remains a trade secret. Customer Data is also protected under Clause 4 and the Privacy Policy.

10.11 Export Controls and Sanctions. Customer states that neither it, nor any Sub-Customer or user, is located in or controlled from a country or territory under comprehensive U.S. sanctions or appears on a U.S. government restricted-party list, and Customer will not use, export, or give access to the Service in violation of U.S. export control or sanctions law.

11. White-Label License and Sub-Customer Responsibility

11.1 Branding License. Subject to Customer's compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, and revocable license to present the Service under Customer's own branding to Customer's own clients ("Sub-Customers"), for the sole purpose of reselling access to the Service as permitted under Customer's subscription plan. This license transfers no ownership interest in the Service or Company Technology, and Company may require modification or removal of Customer's branding implementation if it creates a security, compliance, or legal risk.

11.2 Relationship to AI-Content Disclosure Obligations. The branding license permits Customer to withhold Company's own name or branding from Sub-Customers and their contacts. It does not permit Customer to withhold or evade any disclosure required by Applicable Law that content was generated using artificial intelligence (Section 1.3.2); that obligation runs to whoever presents the content to the end recipient and remains Customer's independent responsibility.

11.3 Ownership of Customer's Brand Assets. Company claims no ownership interest in any logo, trademark, trade name, or other brand asset Customer provides for use under the branding license. Customer represents and warrants that it owns, or has all rights necessary to use and license, any such asset, and that such use does not infringe any third party's rights.

11.4 Restrictions. In addition to Clause 2 and the Acceptable Use Policy, Customer will not: (a) represent that it developed, owns, or independently operates the underlying technology powering the Service; (b) publicly disparage Company or make comparative claims about the Service's underlying technology; (c) use the Service to build or assist a third party in building a competing product; (d) sublicense, resell separately, or expose to any person any Third-Party Provider technology, model, or interface other than as part of the Service; or (e) permit any Sub-Customer to further resell, sublicense, or provide access to the Service to that Sub-Customer's own customers without Company's prior written consent.

11.5 Sole Responsibility for Sub-Customers; No Privity. As between Company and Customer, Customer is solely responsible for its relationship with its Sub-Customers, including billing, support, and dispute resolution; for ensuring its Sub-Customers' use complies with this Agreement, the Acceptable Use Policy, and Applicable Law; and for all representations Customer makes to Sub-Customers about the Service. Company has no support obligation to, and no contractual privity with, any Sub-Customer. As between Company and any Sub-Customer, Customer — and not Company — is the "sender," "initiator," "advertiser," or equivalent legal actor for any communication sent through the Service on Customer's or a Sub-Customer's behalf, for purposes of the TCPA, CAN-SPAM Act, advertising, AI-disclosure, synthetic-performer, privacy, and consumer-protection laws, and equivalent state and federal law.

11.6 Indemnification Extends to Sub-Customer Claims. Customer's indemnification obligations under Section 7.1 extend to any claim arising from a Sub-Customer's use of the Service or from Customer's relationship with a Sub-Customer, to the same extent as claims arising from Customer's own conduct.

11.7 Sub-Customer Continuity Upon Customer's Termination. If this Agreement or Customer's account is terminated (including for non-payment or breach), Customer will cooperate in good faith with Company to transition affected Sub-Customer data and access so that Sub-Customer service does not unnecessarily lapse. If Customer does not respond to a Sub-Customer's transition request within thirty (30) days following Customer's termination or non-payment cancellation, that Sub-Customer may request the transfer of its own data and access directly from Company, and Company may, at its discretion, fulfill that request notwithstanding Section 11.5.

12. Customer Responsibilities and Publisher Status

12.1 Customer Is the Publisher and Sender. As between the parties, Customer (and, for a Scale Customer, each Sub-Customer acting through Customer) is the publisher and sender of each message in each Tenant Campaign, and is the person who creates the message and causes it to be published, for purposes of advertising, AI-disclosure, synthetic-performer, electronic-mail, privacy, consumer-protection, and similar laws. Company acts as a provider of software and infrastructure at Customer's direction. The parties agree to this allocation as between themselves. It does not bind any regulator or court, and it does not limit Company's own obligations under law for its own conduct.

12.2 Customer Controls the Campaign. Customer selects the target criteria and recipients, decides whether and when to contact them, approves the campaign settings and sample content, chooses or approves the hooks, offers, and claims, sets send timing and volume within the Service's limits, and can edit, pause, or stop any Tenant Campaign. The Service operates within the settings Customer chooses.

12.3 Customer's Compliance Responsibilities. Without limiting Section 5.1, Customer is responsible, for each Tenant Campaign, for: (a) having a lawful basis and every required consent and notice to contact each recipient; (b) honoring opt-outs and suppression, including opt-outs that reach Customer by any route; (c) the accuracy of the Recipient Data it supplies or selects and of every claim it makes; (d) CAN-SPAM requirements, including accurate headers, honest subject lines, a valid physical postal address, and timely opt-out; (e) the TCPA and state telemarketing and text-message laws, if and to the extent they apply to any communication Customer sends; (f) state privacy law, including notices and the handling of requests it receives; (g) advertising, consumer-protection, AI-disclosure, and synthetic-performer laws applicable to its messages; (h) any industry-specific advertising or solicitation rules that apply to Customer or its recipients; (i) the lawfulness of Customer's own business practices and offers; and (j) compliance with the provider rules described in Section 5.14. These responsibilities apply even where a Company safeguard did not detect or prevent a problem. Company's duties for its own processing are stated in Clause 4 and the Privacy Policy.

12.4 Recipients Outside the United States. Section 5.13 applies. Customer will not supply, target, or contact any recipient in the European Union, the European Economic Area, the United Kingdom, or Switzerland, and Company offers no processing for them. If Customer supplies, targets, or contacts a recipient in any of those places in breach of this Agreement, or a recipient in Canada or any other place outside the United States, Customer is solely responsible for determining and meeting the rules of that place, including lawful basis and prior-consent requirements for unsolicited business email, notice and objection rights, data transfer rules, local representative requirements, and local AI-marking and disclosure rules. Company may geo-gate, block, suspend, or remove any such recipient or region, and may refuse to enable any region, without liability.

12.5 Schedule A. Schedule A: Tenant Responsibilities is incorporated into and forms part of this Agreement. Customer will comply with it, and a breach of it is a breach of this Agreement. Company may update Schedule A under Section 10.7.

12.6 Review, Records, and Cooperation. Customer is responsible for reviewing its campaign settings and sample content, and for monitoring its campaigns and replies. Company's automated quality checks do not replace that review. Customer will keep records sufficient to show its consents, opt-outs, and the substantiation for its claims, and will give Company reasonable evidence of them within five (5) business days of a request, or within three (3) business days for proof of consent to a Synthetic Persona. Customer will notify Company within two (2) business days of any complaint, inquiry, demand, or claim relating to a Tenant Campaign, and will cooperate with Company's response.

12.7 Sub-Customers. Customer will bind each Sub-Customer to terms at least as protective of Company as this Agreement, the Acceptable Use Policy, and Schedule A, and is responsible for each Sub-Customer's acts and omissions as stated in Clause 11.

13. Third-Party Providers, Models, and Changes in Law

13.1 Use of Third-Party Providers. The Service is built on Company Technology and on components supplied by Third-Party Providers, including AI models, hosting, voice and video generation, email delivery, data sourcing, and payment processing. Company may select, add, change, or replace Third-Party Providers and models at any time, including to improve quality, cost, security, or compliance, and does not promise that any particular provider or model will remain part of the Service.

13.2 Flow-Down of Provider and Model Restrictions. The acceptable-use rules and license restrictions of Third-Party Providers and of the AI models used in the Service apply to Customer's use of the corresponding functionality. Company summarizes them in the Acceptable Use Policy and at www.b2bautoloop.com/legal/subprocessors. Customer will not use the Service in a way that would cause Company to breach them, and Customer receives no right to use or sublicense any Third-Party Provider technology apart from the Service.

13.3 Changes to Features. Company may modify, restrict, substitute, or discontinue any feature, model, output format, or quota if a Third-Party Provider changes its terms, price, or availability, if law or its interpretation changes, or for security, safety, or quality reasons. Company will give at least thirty (30) days' notice where practicable and shorter notice, or none, where a change is needed immediately. If a change materially reduces a core feature that Customer's plan includes, Customer may terminate the affected plan and receive a pro-rated refund of prepaid, unused fees, which is Customer's sole and exclusive remedy for the change.

13.4 Regulatory Changes. AI, advertising, privacy, and biometric laws are changing quickly. Company may add, modify, geo-gate, restrict, or suspend any feature, region, recipient category, label, notice, or wording (for example, by blocking recipients in a region or changing AI-disclosure wording) to comply with, or to reduce risk under, Applicable Law, regulatory guidance, or enforcement activity. Company will give notice where practicable. Customer will follow the updated rules and will not circumvent them.

13.5 Third-Party Components and Outages. Third-Party Components are provided under Section 3.1. Company is not responsible for an outage or change at a Third-Party Provider beyond the remedies in this Agreement, and Section 10.6 applies.

14. Suspension, Takedown, and Purge

14.1 Grounds. Company may take the actions in Section 14.2 immediately, with or without prior notice, if Company reasonably believes that: (a) a recipient, regulator, mailbox provider, Third-Party Provider, individual depicted, or other person has made a complaint about a Tenant Campaign or about content generated for it; (b) a regulator or court has begun or threatened an inquiry, investigation, subpoena, or action that relates to Customer or a Tenant Campaign; (c) Customer or a Sub-Customer has violated, or is likely to have violated, this Agreement, the Acceptable Use Policy, Schedule A: Tenant Responsibilities, or Applicable Law; (d) a Tenant Campaign endangers deliverability, Company's infrastructure, other tenants, or Company's relationship with a Third-Party Provider; or (e) payment is overdue as described in Section 10.4.

14.2 Actions. Company may: (a) pause or stop sending; (b) disable landing pages, video links, and on-page conversation agents; (c) remove, disable, or permanently purge Synthetic Presenter Content, Tenant Content, queued messages, and other content generated for the Tenant Campaign; (d) suppress affected recipients; (e) disable features, including any Synthetic Persona; (f) restrict or suspend the account; and (g) preserve data, logs, and records as needed to comply with law or to defend a claim, and disclose them to authorities where law requires or permits.

14.3 Notice, Response, and Reinstatement. Company will notify Customer as soon as reasonably practicable of the general reason for an action, unless law prohibits notice or notice would compromise an investigation. Customer may respond and may cure. Company will reinstate access promptly when it is reasonably satisfied that the concern is resolved. Customer may also request review of an enforcement action under Section 13.5 of the Acceptable Use Policy.

14.4 Purge. Content that Company purges is permanently deleted. Company is not required to keep or restore it, except where a legal hold applies, and Customer is responsible for any copies it holds.

14.5 No Liability; Fees. Company is not liable for an action taken in good faith under this Clause 14, and fees continue to accrue during a suspension that results from Customer's breach. If a suspension is later shown not to have been based on a reasonable belief, Company will extend Customer's Term or credit the fees for the suspended period, which is Customer's sole and exclusive remedy.

14.6 Reports About Synthetic Likeness and Content. A person who believes that Synthetic Presenter Content or a Synthetic Persona shows or voices them without permission, or that a Tenant Campaign infringes their rights, may report it to compliance@b2bautoloop.com with enough detail to find the content, such as a link, the Customer's name, and a description of the concern. Company will review each report promptly and in good faith, may disable the content and its linked pages while it does, and will tell Customer the substance of the report unless law prohibits it. Customer will give Company the consent records or other evidence it asks for within the time stated in Section 12.6. Company may permanently remove content when consent or rights cannot be shown, and may suspend or end the account of a Customer that is the subject of repeated valid reports.

15. Assumption of Compliance and Acknowledgment of Liabilities

15.1 Assumption of Compliance. Customer assumes responsibility for the compliance of each Tenant Campaign, of all Tenant Content and Recipient Data, and of every communication sent in its name or its Sub-Customers' names, with Applicable Law and with this Agreement, the Acceptable Use Policy, and Schedule A: Tenant Responsibilities. This responsibility applies whether or not a Company safeguard, quality check, or approval step detected or prevented a problem.

15.2 Acknowledgments. Customer acknowledges and agrees that: (a) it has read this Agreement and Schedule A and has had the opportunity to review them with advisers of its choice; (b) Company is not a law firm, does not give legal advice, and has not advised Customer on the laws that apply to Customer's campaigns, recipients, or claims; (c) the safeguards in Section 1.3.1 and elsewhere are defaults and not a representation of legal compliance; (d) AI Outputs may be imperfect and Customer must review them; (e) Customer is the publisher and sender as stated in Section 12.1; (f) Customer's indemnification obligations in Section 7.1 are not subject to the cap in Section 3.3, while Company's liability is subject to it; (g) the Service is for business use only, and Customer is purchasing it for its business and not as a consumer or for personal, family, or household purposes; and (h) Customer is not relying on any statement or promise that this Agreement does not contain.

15.3 Fines and Penalties. As between the parties, any fine, penalty, or statutory damages assessed because of a Tenant Campaign is Customer's responsibility to the extent permitted by law, and is a Loss under Section 7.1.

16. Definitions

"Acceptable Use Policy" means Company's acceptable use policy, incorporated into this Agreement. "Privacy Policy" means Company's published privacy policy. "DPA" has the meaning in Section 4.2. "Schedule A: Tenant Responsibilities" means Company's tenant responsibilities schedule, incorporated into this Agreement.

"Applicable Law" means all federal, state, and local laws, rules, regulations, and orders applicable to the parties, the Service, or the subject matter of this Agreement, in any place where a recipient is located, including all AI disclosure, synthetic-performer, advertising, TCPA, CAN-SPAM, data protection and privacy, biometric privacy, consumer protection, and electronic messaging regulations.

"Biometric Privacy Laws" has the meaning in Section 8.1. "Company Technology" has the meaning in Section 6.2. "Customer Data" has the meaning in Section 6.1 and includes Tenant Content and Recipient Data. "Synthetic Persona" has the meaning in Section 2.1. "Third-Party Component" has the meaning in Section 7.2. "AI Outputs" has the meaning in Section 1.1.

"Digital Twin avatar" means a video avatar created from or using an individual's likeness, voice, or biometric identifiers.

"Recipient Data" means personal and business information about the individuals and companies targeted, contacted, or engaged through a Tenant Campaign, including contact lists Customer uploads, information the Service sources or enriches for a Tenant Campaign at Customer's direction, and engagement and conversation data from recipients.

"Service" means Company's multi-tenant artificial intelligence and outbound automation platform, including all components, features, documentation, and support made available to Customer during the Term.

"Sub-Customer" means a client of Customer to which Customer makes the Service available under Clause 11.

"Synthetic Presenter Content" means video, audio, images, and other media generated or substantially altered by artificial intelligence through the Service for a Tenant Campaign that show or voice a presenter who is not a person speaking in a live recording, including a Company stock presenter, a stock voice, and a Synthetic Persona, together with the labels, notices, and metadata applied to it.

"Tenant Campaign" means each outreach campaign, sequence, or message (including email, text message, landing page, video, and on-page conversation) configured, approved, or sent through Customer's account, including by or for a Sub-Customer.

"Tenant Content" means all content, instructions, and materials that Customer, a Sub-Customer, or a user supplies, selects, configures, or approves for the Service, including scripts, offers, claims, talking points, logos and brand assets, images, footage, audio, voice samples, prompts, campaign settings, and edits.

"Term" means the subscription period selected by Customer, including renewals.

"Third-Party Providers" means the third parties whose services, models, software, data, or infrastructure supply components of the Service, including AI model providers and open-source model licensors, hosting and content delivery providers, voice and video providers, email delivery and sending-infrastructure providers, data sourcing providers, and payment processors.

17. Entity Details

Company Legal Entity: B2B Auto Loop LLC

Jurisdiction of Organization: Delaware

Principal Place of Business: Cleveland, Ohio

Registered Agent: CT Corporation, 1209 Orange Street, Wilmington, Delaware 19801

Legal Contact: legal@b2bautoloop.com

18. Acceptance

By creating an account and using the Service, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement, including Schedule A: Tenant Responsibilities and all other terms, conditions, and policies incorporated by reference. Customer acknowledges that it is the publisher and sender of each Tenant Campaign and that it is responsible for the matters described in Clauses 12 and 15. Customer represents and warrants that it has the full power and authority to enter into this Agreement on behalf of itself or any entity it represents.