Terms of Service

For purposes of this Agreement, capitalised terms have the meanings given in this Section. “Customer” means the entity entering into this Agreement. “Customer Data” means any data provided by Customer or Customer’s authorised users to B2N. “Prospect Data” means information relating to identifiable third-party individuals that B2N processes on Customer’s instruction. “Output” means the research, messages, and other content generated by the Services in response to Customer’s instructions. “Services” means the B2N platform and any related features made generally available to Customer. “Documentation” means the user guides, help-centre articles, and product specifications that B2N publishes for the Services, as updated from time to time. “Confidential Information” has the meaning set out in Section 11. “Subprocessor” means a third party engaged by B2N to process Personal Data on B2N’s behalf. “Order Form” means a document signed by both parties that references this Agreement and sets out fees and term.

B2N grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term, solely for Customer’s internal business purposes and in accordance with this Agreement, the applicable Order Form, and the Documentation. Customer accepts this Agreement by clicking “I accept”, by creating an account, or by accessing or using the Services. Each party represents that it has the authority to enter into this Agreement and that the individual accepting on its behalf has authority to bind it.

As between the parties, Customer retains all right, title, and interest in Customer Data. With respect to Prospect Data, Customer acts as the controller and B2N acts as the processor. The parties will execute a separate Data Processing Addendum on request, which will incorporate Standard Contractual Clauses where applicable. Customer represents and warrants that it has obtained Prospect Data lawfully and has all rights necessary to instruct B2N to process it. Each party will indemnify the other for losses resulting from a breach of this section by the indemnifying party, subject to Section 13 (Limitation of liability).

Customer owns all right, title, and interest in and to the Output generated for Customer by the Services, subject to B2N’s ownership of the underlying Services, models, and pre-existing materials. B2N retains ownership of all intellectual property rights in the Services, including the platform, models, software, and any improvements thereto. B2N may collect and use aggregated and de-identified telemetry derived from use of the Services to operate, secure, and improve the Services, provided that such telemetry does not identify Customer, any individual, or any Prospect.

Customer will not, and will not permit any third party to: (a) use the Services to target consumer (B2C) audiences or members of sensitive populations, including children and healthcare patients; (b) use the Services to misappropriate confidential or competitively sensitive information of any third party; (c) use the Services for any unlawful purpose or in violation of any applicable anti-spam, privacy, or consumer-protection law; (d) reverse engineer, decompile, or disassemble any portion of the Services or attempt to derive the source code or models underlying the Services; or (e) sell, resell, sublicense, or transfer access to the Services other than as expressly permitted in an Order Form.

Customer represents and warrants that all email addresses and other recipient identifiers provided to or generated through the Services are obtained in compliance with applicable anti-spam laws (including the CAN-SPAM Act, CASL, GDPR, and the ePrivacy Directive) and that all required consents and lawful bases are in place. B2N may suspend the Services or any portion thereof upon sustained spam-complaint rates exceeding 0.3% across any rolling seven-day window, or upon receipt of documented abuse complaints from a major email service provider or recognised anti-abuse authority. B2N will use commercially reasonable efforts to notify Customer of any suspension and to restore service following remediation.

B2N will provide, as a feature of the Services, source attribution and supporting evidence for material factual claims contained in Output. If B2N cannot, on Customer’s request, produce the source materials for a specific claim, B2N will work with Customer in good faith to make appropriate commercial accommodation. This Section is a service description and is not a separate warranty of accuracy.

B2N will not use Customer Data, Prospect Data, or the content of messages drafted, sent, or received through the Services to train, fine-tune, or otherwise adapt any AI model, whether shared, general-purpose, or customer-specific. B2N may use aggregated and de-identified telemetry that does not identify any individual, to operate, secure, and improve the Services. B2N will impose equivalent restrictions on its Subprocessors by contract.

B2N will use commercially reasonable efforts to maintain monthly uptime of at least 99.5% for the production Services, calculated on a calendar-month basis and excluding (a) scheduled maintenance announced at least 48 hours in advance, (b) Customer-caused issues, and (c) force-majeure events. Where monthly uptime falls below 99.5%, Customer’s sole and exclusive remedy is a service credit applied against the next invoice, calculated as follows: 5% of the monthly fee for uptime between 99.0% and 99.49%, 10% for uptime between 95.0% and 98.99%, and 25% for uptime below 95.0%. Service credits in any single month will not exceed 25% of that month’s fees. Customer must request a credit within 30 days of the affected month.

Fees, payment terms, renewal mechanics, and the contract term are set out in the applicable Order Form. Either party may terminate this Agreement for material breach if the breaching party fails to cure within 30 days of written notice describing the breach. Upon termination, Customer may export Customer Data for a period of 30 days from the effective date of termination, after which B2N will delete or anonymise Customer Data in accordance with the Privacy Policy and applicable statutory retention obligations.

“Confidential Information” means non-public information that is identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential under the circumstances given the nature of the information and the manner of disclosure. Each party (the “Receiving Party”) will protect the other party’s Confidential Information with at least the same degree of care that it uses to protect its own confidential information of like importance, and in any event with no less than reasonable care. The Receiving Party will not use Confidential Information except as necessary to perform under this Agreement and will not disclose it except to its personnel and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was known to the Receiving Party without restriction prior to disclosure, (iii) is independently developed by the Receiving Party without use of or reference to the disclosing party’s Confidential Information, or (iv) is lawfully received from a third party without a duty of confidentiality. The Receiving Party may disclose Confidential Information if required by law, provided that it gives the disclosing party prompt notice (where lawful) so the disclosing party can seek a protective order.

B2N warrants that the Services, when used in accordance with the Documentation, will materially conform to the Documentation during the term. EXCEPT FOR THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, B2N DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. B2N DOES NOT WARRANT ANY SPECIFIC BUSINESS OUTCOME.

EXCEPT FOR THE CARVE-OUTS BELOW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) US$100 OR (ii) THE FEES PAID OR PAYABLE BY CUSTOMER TO B2N IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The cap and exclusion do not apply to (a) a party’s indemnification obligations under Section 14, (b) intellectual-property infringement, (c) gross negligence or willful misconduct, or (d) breach of confidentiality obligations under Section 11.

B2N will defend Customer from and against any third-party claim alleging that the Services, when used in accordance with the Documentation and this Agreement, infringe the intellectual property rights of such third party, and will pay damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement. B2N’s indemnity does not apply to claims arising from (i) modifications to the Services not made by B2N, (ii) combinations of the Services with materials not provided by B2N where the claim would not have arisen but for the combination, (iii) Customer Data or Prospect Data, or (iv) continued use of an allegedly infringing version after B2N has made a non-infringing alternative reasonably available. If a claim is asserted or B2N reasonably believes one is likely, B2N may, at its option and at its expense: (1) procure a licence permitting Customer’s continued use, (2) modify or replace the affected portion of the Services so that it is no longer alleged to infringe, or (3) terminate the affected portion of the Services and refund any prepaid fees applicable to the unused remainder of the term. The foregoing states B2N’s sole liability and Customer’s sole remedy for any claim of infringement. Customer will defend B2N from and against any third-party claim arising out of or relating to (a) Customer Data or Prospect Data, (b) Customer’s breach of Section 5 (Acceptable use) or Section 6 (Anti-spam and deliverability), or (c) Customer’s use of the Services in violation of applicable law. Each indemnity is conditional on prompt notice, sole control of defence, and reasonable cooperation.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Dubai International Financial Centre, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the DIFC Courts (Dubai International Financial Centre) for the resolution of any dispute arising out of or relating to this Agreement, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.