Rapidfolio Terms of Service

Last Updated: May 17, 2026

These Rapidfolio Terms of Service (these “Terms”), together with the applicable Order Form(s) (as defined below) govern the access and use of the Rapidfolio Inc. Services made available by Rapidfolio Inc. to the customer identified in the applicable Order Form (“Customer”). Rapidfolio and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”. Please refer to Section 16 for certain defined terms used in these Terms.

1. Services

(a) Right to Use. Subject to Customer’s compliance with the terms and conditions of these Terms, Rapidfolio hereby grants to Customer a limited, non-exclusive, non-transferable (except pursuant to Section 15) right to Use the Rapidfolio Services during the applicable Term, in accordance with, and subject to the Licensed Volume and solely for Customer’s internal business purposes.

(b) Rapidfolio Materials. The Rapidfolio Services may make available certain content, data, information or other materials provided by Rapidfolio or its licensors or third-party service providers (collectively, “Rapidfolio Materials”). As between the Parties, such materials are proprietary to Rapidfolio or its licensors or service providers, and Customer has a limited right to use any Rapidfolio Materials, or portions thereof, for its own internal business purposes in connection with its use of the Rapidfolio Services, and for no other purpose. Rapidfolio is not responsible for providing notice to, or obtaining any consents from, individuals to whom Rapidfolio Materials relate. Customer is solely responsible for ensuring that it uses and discloses Rapidfolio Materials in accordance with applicable laws including, but not limited to, marketing laws. Customer acknowledges that Rapidfolio has not obtained any marketing consents on behalf of Customer and that some jurisdictions may require that Customer obtain consent from individuals that Rapidfolio Materials relate to in order for Customer to send marketing communications to such individuals. Customer is solely responsible for ensuring that any marketing communications it sends to individuals comply with applicable laws. Customer will not in any way distribute or redistribute or otherwise commercialize or sell any Rapidfolio Materials or offer or enable access to such materials or any portion of them as a stand-alone product. Customer is solely responsible for compliance with all applicable laws regarding its and its Authorized Users’ use of Rapidfolio Materials or portions thereof.

(c) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Rapidfolio Services in any manner beyond the scope of rights expressly granted in these Terms; (ii) copy, modify or create any derivative work of any portion of the Rapidfolio Services or the Documentation; (iii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to the Rapidfolio Services or any software component of the Rapidfolio Services, in whole or in part; (iv) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Rapidfolio Services to any other person or entity, or otherwise allow any person or entity to use the Rapidfolio Services for any purpose other than for the benefit of Customer in accordance with these Terms; (v) use the Rapidfolio Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; (vi) access or search the Rapidfolio Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Rapidfolio Services features provided by Rapidfolio for use expressly for such purposes; (vii) interfere with, or disrupt the integrity or performance of the Rapidfolio Services or any data or content contained therein or transmitted thereby; or (viii) use the Rapidfolio Services, Output (as defined below), Documentation or any other Rapidfolio Confidential Information for benchmarking or any competitive analysis, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Rapidfolio Services.

(d) Data Protection. Rapidfolio maintains a commercially reasonable security program designed to: (i) ensure the security and integrity of Customer data provided by or on behalf of Customer to Rapidfolio in connection with the Rapidfolio Services (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Solely if and to the extent Rapidfolio processes Customer personal data subject to applicable data protection laws (as defined in the DPA), the Data Processing Addendum available at rapidfolio.com/dpa (“DPA”) is hereby incorporated into, and shall be fully governed by, this Agreement.

(e) Recording and Transcription; Compliance with Recording Laws. Customer acknowledges that the Rapidfolio Services enable Customer to record and transcribe calls including, without limitation, communications that take place during calls. Customer is solely responsible for complying with all applicable wiretapping and call recording laws. Customer is solely responsible (i) for ensuring that the technology it uses the Rapidfolio Services with is able to provide a Recording Notice and obtain all necessary consents for recording and transcription of calls, or (ii) for otherwise manually providing a Recording Notice and obtaining all necessary consents for recording and transcription of calls. Rapidfolio will only use call recordings created by Customer to provide the Rapidfolio Services. By using the Rapidfolio Services, Customer consents to Rapidfolio’s recording of calls, and to Rapidfolio’s use, disclosure, and storage of such recordings as contemplated by these Terms.

(f) Authorized Users. Customer will not allow any person or entity other than its employees or contractors that it authorizes to use the Rapidfolio Services on its behalf (“Authorized Users”). Customer may designate such Authorized Users in the Order Form. Customer may permit Authorized Users to Use the Rapidfolio Services in accordance with the Documentation provided, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Rapidfolio Services and their compliance with the terms and conditions of these Terms, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 1(c).

(g) Third-Party Services
Integration with Third Party Platforms. The Services may be able to be integrated with certain Third-Party Platforms and/or Third Party Apps. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Rapidfolio to access Customer’s accounts with such Third-Party Platform and to share Customer Data with them for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Rapidfolio has no responsibility or liability for any Third-Party Platform, including, without limitation, any beta releases or pre-release features of a Third-Party Platform, or how a Third-Party Platform uses or processes Customer Data after it is exported to such Third-Party Platform. Rapidfolio does not guarantee that the Services will maintain integrations with any Third-Party Platform, and Rapidfolio may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

Third Party Apps. Customer represents and warrants that Customer has agreed to the terms of service associated with any Third Party App(s) and has created, or has authorized Rapidfolio to create on Customer’s behalf, a Third Party App account in accordance with such terms and conditions, which govern Customer’s use of such Third Party App account. Rapidfolio will have no liability for and the Third Party App provider is solely responsible for the Third Party App’s network, functionality, clients, and APIs.

2. Support

Rapidfolio will provide reasonable technical support to Customer in accordance with Rapidfolio’s standard support policy (as communicated to Customer) or as otherwise set forth in the applicable Order Form. Prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support, and Customer will reasonably cooperate with Rapidfolio support staff as needed to resolve the issue.

3. Pilot

Rapidfolio may make Rapidfolio Services available to Customer on a “pilot,” “proof-of-concept” or “trial” basis during the pilot term set forth in an applicable Order Form (the “Pilot Term”) or via email. Notwithstanding anything to the contrary in these Terms, Customer may Use the Rapidfolio Services during the Pilot Term only for Customer’s internal business purposes and to evaluate the Rapidfolio Services, and subject to any additional terms set forth in the applicable Order Form.

4. Fees

Customer will pay Rapidfolio the fees set forth in the applicable Order Form (“Fees”) in accordance with the payment terms set forth therein and without offset or deduction. Rapidfolio reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days’ prior notice to Customer (which may be sent by email). All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under these Terms. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Rapidfolio may suspend the Rapidfolio Services until all payments are made in full. Customer will reimburse Rapidfolio for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Rapidfolio hereunder, other than any taxes imposed on Rapidfolio’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Rapidfolio hereunder, Customer will pay an additional amount, so that Rapidfolio receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

5. Ownership and Use

(a) Rights Reserved. Rapidfolio reserves and, as between the Parties will solely own, all rights, title and interest in and to the Rapidfolio Services and Rapidfolio IP. All rights not expressly granted hereunder are reserved by Rapidfolio. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

(b) Customer Materials. As between Customer and Rapidfolio, Customer will own and retain all right, title and interest in and to all Customer Materials.

(c) AI Services.
Rapidfolio offers Customer the ability to access, use, and authorize certain generative artificial intelligence features as part of the Rapidfolio Services (“AI Services”), which includes agentic tools like AI Agents and Automated Browsing. Rapidfolio utilizes third party AI companies’ technology (“Third Party AI Providers”) and/or Rapidfolio’s proprietary technology, which are governed by the terms set out below. The list of Third Party AI Providers includes OpenAI, Anthropic, and Gemini. Rapidfolio reserves the right to update this list from time to time, without notice.

Input and Output.
Input: any data, content and information (in any format) submitted to the Rapidfolio workspace by Customer, its Authorized Users, including, but not limited to any training content for AI Services; and
Output: the results in any format, including actions taken by AI Services, generated by an AI Service based on the Input.

Input and Output are Customer Data under the Agreement and subject to the rights, restrictions and obligations applicable thereto. As between the Parties, to the extent permitted by applicable law and subject to Section 5(a), Customer owns all Input provided by Customer and the Output generated in response to Customer’s Input. For clarity, Output does not include Rapidfolio Materials or any improvements, modifications or enhancements to, or derivative works of, Rapidfolio Materials. Customer is responsible for all Input provided by any Authorized User. Customer will only provide and/or instruct Rapidfolio to use Input and Output where the Customer is authorized to provide such data, content and information to Rapidfolio for the purposes set out in the Agreement. Third parties may submit information or materials to an AI Service that generate results that are identical or similar to Output (“Third-Party Results”), and Customer acknowledges it has no right, title or interest in or to any Third-Party Results.

Responsibility for use of an AI Service and Output: Customer is responsible for its use of the AI Service(s) and Output, including responsibility for determining the ongoing suitability of its use of the AI Service(s) and Output having regard to Customer’s intended use of the AI Service and/or legal and regulatory obligations in the jurisdiction(s) in which Customer operates.

Accuracy. Output may contain material inaccuracies and may not reflect correct, current or complete information. Do not rely, or encourage others to rely, on any Output without independently evaluating its accuracy and appropriateness of use, including, without limitation, by using human review. Rapidfolio makes no representations or warranties and provides no indemnities with respect to Output. The AI Services and Output are not intended to substitute for the services of properly trained and licensed individuals.

(d) Data Connections (or Tool Calls)
Data Connections retrieve and/or send (sometimes live) data between Customer’s Rapidfolio workspace and Customer’s own systems and/or external third-party systems that are selected by Customer to be connected to the Rapidfolio workspace (“Connected Services”).

Customer is responsible for configuring its Data Connections including, but not limited to, any API or template-based Data Connections, and for implementing and operating the authentication and identity verification controls required to securely connect those Data Connections to Connected Services. Rapidfolio does not accept any responsibility or liability for any claim arising from inadequate authentication and/or identity verification of a Data Connection.
Data received via a Data Connection is considered Customer Data. Rapidfolio does not validate any data received via a Data Connection and is not responsible for any inaccuracies, errors, or harms resulting from any data received via a Data Connection.
Data Connections must not be used in any way that violates the terms of service.
Customer acknowledges and agrees that Rapidfolio has no responsibility or liability for any Connected Services.

(e) Use of Customer Materials and Output. Customer hereby grants Rapidfolio a non-exclusive, worldwide, royalty-free, right and license to use, host, reproduce, display, perform and modify the Customer Materials and Output for the purpose of hosting, operating, maintaining, providing, and improving the Rapidfolio Services for the Customer during the applicable Term, to generate Service Information, and to comply with applicable law. Rapidfolio may use Customer Materials to identify and correct faulty or incomplete Rapidfolio Materials that it maintains.

(f) Feedback. From time to time, Customer and its Authorized Users may provide Rapidfolio with suggestions, comments, feedback or the like with regard to the Rapidfolio Services, and Rapidfolio’s business (collectively, “Feedback”). Customer hereby grants Rapidfolio a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Rapidfolio’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Rapidfolio Services.

6. Representations and Warranties

(a) Mutual. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into these Terms; and (ii) the execution, delivery and performance of these Terms by it have been duly authorized by all necessary actions and do not violate its organizational documents.

(b) Customer. Customer represents and warrants that: (i) it has obtained and will continue to maintain throughout the applicable Term all rights, licenses, consents, and permissions necessary for the access and use of the Customer Materials as contemplated by these Terms (including any personal data provided or otherwise collected pursuant to Customer’s privacy notice); (ii) it has provided all individuals who may be recorded and/or transcribed via the Rapidfolio Services with sufficient notice of the recording and transcription of their communications as contemplated by these Terms, which shall include incorporation of a Recording Notice at the very beginning of each recording and/or transcription, and each time Customer begins recording and/or transcribing an additional individual thereafter; (iii) it will comply with all applicable laws or regulations in connection with its use of the Rapidfolio Services; and (iv) Rapidfolio’s use of the Customer Materials in accordance with these Terms will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party.

7. Term

The initial term of each Order Form will be as set forth therein (the “Initial Term”). Except as otherwise set forth in the relevant Order Form, following the applicable Initial Term, each Order Form will automatically renew for additional periods of one (1) year (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides the other with at least thirty (30) days’ written notice of its intent not to renew the Order Form prior to the end of the Initial Term or the then-current Renewal Term.

8. Termination; Withdrawal

Either Party may terminate any Order Form, effective on written notice to the other Party, if the other Party materially breaches these Terms, and, if able to be cured, such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach, which may be via email. Rapidfolio may further terminate any Order Form immediately upon written notice to Customer in the event that Customer breaches Sections 1(a), 1(c) or 1(e), or infringes or otherwise violates Rapidfolio’s intellectual property rights in and to the Rapidfolio Services or Rapidfolio IP.

Rapidfolio may withdraw from providing any or all of the Services at any time by providing notice of termination of the Agreement or specific Services to you via the email address we have on file. In the event we terminate the Agreement or any Services for any reason other than your violation of Sections 1(a), 1(c) or 1(e) or another breach of the Terms by Customer, Rapidfolio will give Customer a refund of any prepaid fees for unelapsed months of the terminated Services. For the avoidance of doubt, Customer agrees that Rapidfolio will not be obligated to issue a refund if withdrawal of Services is caused by Customer’s breach of the Agreement and Terms, including Customer’s failure to pay any fees when due or to timely provide information, systems access or input that we have reasonably requested for the provision of the Services.

Customer may stop using the Rapidfolio Services at any time without cause, however Rapidfolio will not be obligated to provide a refund of any prepaid subscription fees.

9. Effect of termination or expiration

(a) Upon expiration or termination of an Order Form, each other Order Form that is then-in effect will remain in effect for the duration of the then-current Order Form Term of such Order Form.

(b) Upon expiration or termination of each Order Form: (i) each Party will make no further use of any Confidential Information belonging to the other Party, and will promptly destroy all Confidential Information of the other Party in its possession or control, except for any archived electronic communications which may be stored confidentially, (ii) Customer’s and its Authorized Users’ right to Use the Rapidfolio Services pursuant to such Order Form will immediately terminate,; and (iii) all Fees owed by Customer to Rapidfolio pursuant to such Order Form will be immediately due.

(c) The rights and obligations of Rapidfolio and Customer contained in Sections 5, 9(c), 10, 11, 12, 15, and 16 will survive any expiration or termination of these Terms and any Order Form(s).

After termination of the Order Form and/or Agreement or any specific Services, any support or information production related to the terminated Services shall be at Rapidfolio’s sole discretion, and if Rapidfolio performs such support or information production Customer agrees to reimburse Rapidfolio for our professional time at our then-current standard hourly rates. Rapidfolio does not guarantee the availability of any documents, logs or information after such termination. Customer agrees that it is Customer’s responsibility to retain and protect their records for possible future use, including potential examination and/or audits by any government or regulatory agencies.

10. Confidentiality

(a) Confidentiality. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Rapidfolio Services and Documentation will be deemed Confidential Information of Rapidfolio. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that Rapidfolio may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Service Information. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The terms and conditions of these Terms will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

(b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.

11. Disclaimers; Limitation of Liability

(a) General Disclaimer. THE RAPIDFOLIO SERVICES AND OTHER RAPIDFOLIO IP ARE PROVIDED ON AN “AS IS” BASIS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, RAPIDFOLIO MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE RAPIDFOLIO IP, THE RAPIDFOLIO SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER.

(b) Similarity, Accuracy and Appropriateness of Output. DUE TO THE NATURE OF MACHINE LEARNING AND LARGE LANGUAGE MODELS, OUTPUT MAY NOT BE UNIQUE AND THE RAPIDFOLIO SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER AND A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE RAPIDFOLIO SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE, OR IT MAY HALLUCINATE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT MAY BE DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, RAPIDFOLIO WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, OUTPUT OR THEIR USE. CUSTOMER IS RESPONSIBLE FOR EVALUATING THE CONTENT, NATURE, TONE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT, BEFORE RELYING ON IT FOR ANY PURPOSE.

(c) AI Agents Actions. CUSTOMER IS ALSO RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE AGENTIC AI SERVICES FOR CUSTOMER’S USE CASE AND FOR ANY AUTHORIZATIONS CUSTOMER GRANTS FOR THE AI AGENTS TO ACCESS CUSTOMER DATA, SYSTEMS, OR ENVIRONMENTS. EACH AI AGENT OPERATES SOLELY AT CUSTOMER’S DIRECTION AND UNDER CUSTOMER’S CONTROL, OVERSIGHT, AND DECISION MAKING AUTHORITY AND, AS BETWEEN RAPIDFOLIO AND CUSTOMER, CUSTOMER IS SOLELY RESPONSIBLE FOR ANY ACTION PERFORMED BY AN AI AGENT AS IF CUSTOMER HAD PERFORMED SUCH ACTION, INCLUDING SENDING MESSAGES AND EMAILS, CREATING NEW TASKS, UPDATING RECORDS, AND MORE. THE ACCURACY AND QUALITY OF, AND RIGHTS TO, ANY AI AGENT ACTION DEPENDS ON THE QUALITY AND CONTEXT OF CUSTOMER’S INPUTS AND CUSTOMER’S COMPLIANCE WITH THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAPIDFOLIO WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE AI SERVICES, ACTS OR FAILURES TO ACT BY THE AI AGENTS, OR THEIR USE BY CUSTOMER OR ANY OTHER PARTY.

(d) Limitation of Liability. EXCEPT FOR (I) BREACH OF SECTION 12, (II) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS AND (III) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. IN NO EVENT WILL RAPIDFOLIO’S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THESE TERMS EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO RAPIDFOLIO IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

12. Indemnification

(a) Indemnification by Rapidfolio. Subject to Section 14(b), Rapidfolio will defend Customer against any claim, suit or proceeding brought by a third-party (“Claims”) alleging that Customer’s Use of the Rapidfolio Services infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold harmless Customer against any damages and costs awarded in a final judgement against Customer or agreed in settlement by Rapidfolio (including reasonable attorneys’ fees) resulting from such Claim.

(b) Exclusions. Rapidfolio’s obligations under Section 14(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of these Terms, negligence, willful misconduct or fraud; (ii) any Customer Materials or Output or action taken by an AI Agent; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Rapidfolio Services that have been provided by Rapidfolio; (iv) modifications to the Rapidfolio Services by anyone other than Rapidfolio; or (v) combinations of the Rapidfolio Services with software, data or materials not provided by Rapidfolio.

(c) Indemnification by Customer. Customer will defend, indemnify and hold harmless Rapidfolio from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Rapidfolio, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Rapidfolio that: (i) the Customer Materials or their use by Rapidfolio in accordance with these Terms infringes, misappropriates or violates a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; (ii) is based on the manufacture, sale, distribution or marketing of any Customer’s products or services; (iii) Customer’s breach of its representations and warranties in Section 8 including, without limitation, Customer’s failure to provide individuals with a Recording Notice; (iv) Customer’s or an Authorized User’s Use of the Rapidfolio Services or Documentation in a manner not authorized by these Terms; or (v) is based on a breach of Section 1(c) by Customer.

(d) Indemnification Process. Each Party’s obligations under this Section 14 are contingent upon: (i) the Party seeking defense and indemnity (the “Indemnified Party”) providing the other Party (the “Indemnifying Party”) with prompt written notice of such Claim (but in any event notice in sufficient time for the Indemnifying Party to respond without prejudice); (ii) the Indemnifying Party having the exclusive right to defend or settle such Claim; and (iii) the Indemnified Party providing all reasonably necessary cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense.

13. Trademarks

Customer hereby grants Rapidfolio a limited, non-exclusive, royalty-free license to use and display Customer’s name, designated trademarks and associated logos (the “Customer Marks”) during the term of these Terms in connection with (i) the hosting, operation and maintenance of the Rapidfolio Services; and (ii) Rapidfolio’s marketing and promotional efforts for its products and services, including by publicly naming Customer as a customer of Rapidfolio and in case studies. All goodwill and improved reputation generated by Rapidfolio’s use of the Customer Marks inures to the exclusive benefit of Customer. Rapidfolio will use the Customer Marks in the form stipulated by Customer and will conform to and observe such standards and/or trademark guidelines as Customer prescribes from time to time in connection with the license granted hereunder.

14. Privacy

(a) Privacy Notice. Rapidfolio may process personal data about Authorized Users’ use of the Rapidfolio Services (“Account Data”) in accordance with its Privacy Notice, available at rapidfolio.com/privacy. Account Data is not Customer Materials and does not include recordings made by Customer via the Rapidfolio Services.

(b) CCPA Service Provider Terms. To the extent that Rapidfolio processes Customer Materials that are “personal information” and subject to the California Consumer Privacy Act (“CCPA”) (such Customer Materials, “Customer Personal Information”), this Section 14(b) also applies. Customer discloses or otherwise makes available Customer Personal Information to Rapidfolio for the limited and specific purpose of enabling Rapidfolio to provide the Rapidfolio Services to Customer and to otherwise process the Customer Personal Information in accordance with Section 5 of the Terms. Rapidfolio shall (i) comply with its applicable obligations under the CCPA; (ii) provide the same level of protection as required under the CCPA; (iii) notify Customer if it can no longer meet its obligations under the CCPA; (iv) not “sell” or “share” (as such terms are defined by the CCPA) Customer Personal Information; (v) not retain, use, or disclose Customer Personal Information for any purpose (including any commercial purpose) other than to provide the Rapidfolio Services under the Agreement or as otherwise permitted under the CCPA; (vi) not retain, use, or disclose Customer Personal Information outside of the direct business relationship between Customer and Rapidfolio; and (vii) unless otherwise permitted by the CCPA, not combine Customer Personal Information with personal information that Rapidfolio (a) receives from, or on behalf of, another person, or (b) collects from its own, independent consumer interaction. Rapidfolio will permit Customer, upon reasonable request, to take reasonable and appropriate steps to ensure that Rapidfolio processes Customer Personal Information that is subject to this Section 14(b) in a manner consistent with the obligations of a “business” under the CCPA by requesting that Rapidfolio attest to its compliance with this Section 14(b). Following any such request, Rapidfolio will promptly provide that attestation or an explanation of why it cannot provide it. If Customer reasonably believes that Rapidfolio is engaged in unauthorized Processing of Customer Personal Information that is subject to this Section 14(b), Customer will notify Rapidfolio of such belief, and the parties will work together in good faith to remediate the allegedly violative processing activities, if necessary.

15. Miscellaneous

Neither Party may assign, transfer or sublicense these Terms, by operation of law or otherwise, without the other Party’s prior written consent, except to a successor entity in the event of a merger, consolidation or sale of all or substantially all of the assets of such Party to which this Agreement relates, and any attempt by either Party to do so, without such consent, will be void. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the Parties and their respective successors and assigns. Rapidfolio may use subcontractors, and other third-party providers in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Rapidfolio remains responsible for the performance of each such subcontractor. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 12 or, in the case of Customer, Section 1(c), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. Neither Party will be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations) due to causes beyond its reasonable control. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of these Terms will remain in full force and effect. These Terms, including its exhibits and any Order Form(s), is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. These Terms may be amended or modified only by a written document executed by duly authorized representatives of the Parties. The relationship between the Parties is that of independent contractors. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Except as expressly set forth in these Terms, the exercise by either Party of any remedy under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Either Party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the Party granting the waiver. These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email.

16. Definitions

Capitalized terms used in these Terms have the meanings set forth in Section 16 unless defined elsewhere in these Terms.

“Customer Materials” means (i) all information, data, content and other materials, in any form or medium, that are provided, or otherwise uploaded, by or on behalf of Customer through the Rapidfolio Services or to Rapidfolio in connection with Customer’s use of the Rapidfolio Services, including Input, but excluding, for clarity, Service Information and any other Rapidfolio IP, and (ii) recordings and transcripts of audio calls made by Customer which are enabled by the Rapidfolio Services.

“Data Connections” means

“Documentation” means the operator, user, and technical manuals and documentation made available by Rapidfolio to Customer, as updated from time to time.

“Licensed Volume” means the limits on number of Authorized Users, volume or other measurement or conditions of permitted Use for the Rapidfolio Services as set forth in the applicable Order Form.

“Rapidfolio IP” means the Rapidfolio Services, the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Rapidfolio Services and Documentation, Rapidfolio Materials, Service Information, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing.

“Rapidfolio Services” means Rapidfolio’s proprietary automation solution (including AI Agents and Automated Browsing) and any consulting services provided by Rapidfolio, including without limitation the AI Services, as more particularly described or identified in the applicable Order Form.

“Order Form” means a mutually executed order form or other mutually agreed upon ordering document which references these Terms and sets forth the applicable Rapidfolio Services to be provided by Rapidfolio.

“Recording Notice” means an adequate legal notice to individuals who are recorded and/or transcribed via the Rapidfolio Services of the recording and transcription of their voice communications by the Rapidfolio Services with appropriate links to Customer’s privacy policy and/or end user terms relating to such recording, which is no less protective than “We and our service provider may record and transcribe your call with us. By joining the call, you agree to our Terms of Service [insert link to Customer’s Terms of Service] and acknowledge our Privacy Notice [insert link to Customer’s Privacy Notice].”

“Service Information” means data or insights in deidentified and aggregated form developed or derived from (i) any Customer Materials or Output; or (ii) Customer’s and/or its Authorized Users’ use of the Rapidfolio Services, including, without limitation, any usage data or trends with respect to the Rapidfolio Services.

“Use” means to use and access the Rapidfolio Services in accordance with these Terms and the Documentation.