Terms of service

Summary

This summary is provided for convenience. It is not legally binding and does not replace or modify the terms below. If anything in this summary conflicts with the terms, the terms control.

• Verbial is operated by CB Platforms LLC. These terms are a contract between CB Platforms LLC and the agency that opens an account.
• The service is for business use only. The person who signs up confirms they have authority to bind their agency.
• The free trial lasts 14 days, requires no card, and can be ended or converted by us or by you.
• Plans are billed monthly or annually through Stripe and renew automatically until you turn off renewal. We give 30 days notice before a price change takes effect at renewal.
• You own your data. We process it to run the service. You are responsible for having a lawful basis to put your clients' data in the service, and for complying with anti-spam law when you send email from the CRM.
• Integrations, e-signature, payment rails and AI features are tools. Third parties run the rails, enforceability of signed documents is your responsibility, and AI output needs a human check.
• The service is provided "as is". Our liability is capped at the fees you paid in the 12 months before the claim, or $100 for free and trial accounts. We are not liable for indirect damages, lost data or lost profits.
• When your account ends, you have 30 days to export your data. After that we delete it.
• Disputes are resolved by binding individual arbitration under Delaware law, with a carve-out for small claims.

1. Definitions

"Agreement" means these terms of service, the acceptable use policy at /legal/acceptable-use, the data processing addendum at /legal/dpa, the privacy policy at /legal/privacy, and any order form or plan selection made in the service, all of which are incorporated by reference.

"AI features" means features of the service that generate, summarize, classify, draft or transform content using machine learning models, including the Claude and MCP integration and any feature labeled as AI, beta or assistant.

"Authorized user" means an employee, contractor or agent of Customer who is granted a seat or other access to Customer's workspace by Customer.

"CB Platforms", "we", "us" and "our" mean CB Platforms LLC, a Delaware limited liability company.

"Client" means a customer or prospective customer of Customer's agency whose information Customer stores in the service, or who accesses a client portal, shared link, proposal, invoice or e-signature request that Customer sends through the service.

"Client user" means an individual acting for a Client who accesses a client portal, shared link or document through the service.

"Customer", "you" and "your" mean the legal entity that opens an account and accepts this Agreement, typically a marketing agency.

"Customer data" means all data, content, files and information that Customer or its authorized users or Client users submit to, import into, connect to or generate in the service, including contact records, deals, time entries, proposals, invoices, payment records, reports, email content and integration data. Customer data does not include usage data.

"Documentation" means the help articles, guides and technical documentation for the service that we publish at /help and elsewhere on our site.

"Fees" means the subscription fees, seat fees, add-on fees and any other amounts payable for the service.

"Order" means a plan selection, seat count, add-on purchase, billing period or other purchase that Customer makes in the service or in a written order form that references this Agreement.

"Service" means the Verbial software, application, APIs, client portals, shared links, custom domain features, e-signature tooling, payment collection tooling, AI features, integrations and related services that we make available, together with the documentation.

"Subscription term" means the monthly or annual period for which Customer has purchased the service, and each renewal period.

"Third-party service" means any product, service, network, platform or API that is not operated by CB Platforms, including Google Workspace, Harvest, HubSpot, QuickBooks, Airtable, Gusto, Slack, Stripe, Postmark, Ahrefs, YouTube, Anthropic, banks, card networks and blockchain networks.

"Usage data" means data about how the service is accessed and used, including logs, metrics, performance data, feature usage, error reports and aggregated or de-identified statistics, that does not identify Customer data or a specific Client.

"Workspace" means the dedicated environment, including the dedicated database, provisioned for Customer's account.

2. Agreement, account and eligibility

2.1 Acceptance

By creating an account, clicking to accept, placing an order, or using the service, Customer agrees to this Agreement. If you are accepting on behalf of an agency or other entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity. If you do not have that authority, or you do not agree to this Agreement, do not use the service.

2.2 Business use only

The service is offered to businesses and is intended for use by marketing agencies and similar professional services firms. The service is not offered to consumers and may not be used for personal, family or household purposes. You represent that you are using the service for business purposes and that you are at least 18 years old.

2.3 Accounts and sign-in

Access to the service is through Google sign-in. Customer is responsible for maintaining the security of the Google accounts used to access the service, for all activity that occurs under its workspace, and for ensuring that its authorized users comply with this Agreement. Customer must notify us promptly at privacy@verbial.io if it becomes aware of unauthorized access to its workspace.

2.4 Authorized users and roles

Customer may grant access to authorized users up to the number of seats it has purchased. Customer controls the roles assigned to its authorized users, including which roles can see hours, budgets, revenue, cost, salary and margin. Customer is solely responsible for the roles it assigns and for any disclosure of information that results from role assignments it makes.

2.5 Accuracy of information

Customer must provide accurate and complete account, billing and contact information and keep it current. We may rely on the information Customer provides.

3. Free trial

3.1 Trial period

We offer a 14-day free trial of the service. No payment method is required to start a trial. The trial begins when the workspace is created and ends 14 days later unless we extend it in writing.

3.2 Trial terms

During the trial, the service is provided free of charge and "as is", without any warranty, support commitment or service level. We may limit features, seats, storage or usage during the trial. We may end or shorten a trial at any time for any reason.

3.3 End of trial

At the end of the trial, Customer may select a paid plan. If Customer does not select a paid plan, the workspace enters a read-only state and then a 30-day grace period during which Customer may export its data, after which we may delete the workspace and all data in it under section 21.

3.4 Trial data

Data entered during the trial is Customer data and is carried into a paid subscription if Customer subscribes before the workspace is deleted. Trial data is subject to deletion under section 21 and we have no obligation to retain it once the trial and grace period have ended.

4. Subscriptions, seats and add-ons

4.1 Plans

The service is offered on subscription plans described at /pricing. Each plan includes a number of seats, a maximum seat count, a number of brands and a set of features. Plan contents and pricing are as shown at /pricing or in an order at the time of purchase.

4.2 Seats

A seat is a license for one named authorized user. Seats may be reassigned to a new user when the previous user no longer needs access, but a seat may not be shared by more than one person at a time. Additional seats may be purchased at the per-seat price for Customer's plan up to the plan's maximum. Seat additions made mid-term are charged on a prorated basis for the remainder of the current billing period and are included in subsequent renewals.

4.3 Add-ons

Add-ons, such as CRM, client reporting, profitability, API and Claude access, white label and additional brands, may be purchased for plans that do not include them. Add-ons are billed on the same billing period as the underlying plan and renew with it. Removing an add-on takes effect at the end of the current billing period.

4.4 Upgrades and downgrades

Customer may upgrade its plan at any time. Upgrades take effect immediately and are prorated for the remainder of the current billing period. Downgrades take effect at the end of the current billing period. If a downgrade reduces available seats, brands or features below Customer's current usage, Customer must reduce usage before the downgrade takes effect or the downgrade may be rejected. We do not refund fees for unused portions of a billing period after a downgrade.

4.5 Beta features

Features labeled beta, preview, early access or similar, including the Claude and MCP integration and the write API, are provided for evaluation. Beta features may be changed, limited or withdrawn at any time, may not be supported, and are excluded from any warranty, service commitment or indemnity in this Agreement.

5. Fees, billing, renewal and taxes

5.1 Fees

Customer will pay the fees for the plan, seats and add-ons it orders, at the prices in effect when the order is placed, in US dollars. Except as expressly stated in this Agreement, fees are non-refundable and orders are non-cancellable.

5.2 Billing through Stripe

Fees are billed through Stripe, Inc. By providing a payment method, Customer authorizes us and Stripe to charge that payment method for all fees when due, including recurring renewal fees. We do not store full card numbers. Stripe's handling of payment information is governed by Stripe's terms and privacy policy. Customer is responsible for keeping a valid payment method on file.

5.3 Billing periods

Monthly plans are billed in advance on the same day each month. Annual plans are billed in advance for the full year. Where a billing date does not exist in a given month, we bill on the last day of that month.

5.4 Automatic renewal

Each subscription term renews automatically for a period equal to the previous term unless Customer turns off renewal in the billing settings of the service, or either party gives notice of non-renewal, before the end of the current term. Renewal is charged to the payment method on file at the then-current price for Customer's plan, seats and add-ons, subject to section 5.5.

5.5 Price changes

We may change fees for any plan, seat or add-on. A price change applies to Customer at the start of its next subscription term, and only if we give Customer at least 30 days notice before that term begins, by email to the billing contact or by notice in the service. If Customer does not agree to the new price, Customer may turn off renewal before the current term ends and the subscription will expire at the end of that term.

5.6 Taxes

Fees do not include taxes. Customer is responsible for all sales, use, value added, goods and services, withholding and similar taxes, duties and charges imposed by any authority on the fees, other than taxes on our net income. If we are required to collect tax, we will add it to the invoice and Customer will pay it unless Customer provides a valid exemption certificate. If Customer is required by law to withhold any amount, Customer will increase the payment so that we receive the full fee.

5.7 Late payment and suspension for non-payment

If a payment fails or is not received when due, we may notify Customer and retry the payment. If fees remain unpaid 10 days after they are due, we may suspend access to the workspace until all outstanding fees are paid. Suspension does not relieve Customer of its obligation to pay fees for the suspension period. Overdue amounts may accrue interest at 1.0 percent per month or the maximum rate permitted by law, whichever is lower, plus reasonable costs of collection. If fees remain unpaid 30 days after they are due, we may terminate the Agreement under section 20.3.

5.8 Billing disputes

Customer must notify us of any billing dispute within 30 days of the invoice date. Disputes raised after that period are waived. Customer will pay any undisputed portion of an invoice when due.

6. Acceptable use

6.1 Acceptable use policy

Customer and its authorized users must comply with the acceptable use policy at /legal/acceptable-use, which is part of this Agreement. Customer is responsible for all use of its workspace, including use by its authorized users and by Client users through portals and shared links.

6.2 Email, messaging and anti-spam

The service allows Customer to send email and other messages to Clients and contacts, including sequences, proposals, invoices and reminders. Customer is the sender of those messages. Customer is solely responsible for complying with all laws that apply to its messaging, including the CAN-SPAM Act, the Telephone Consumer Protection Act, Canada's Anti-Spam Legislation, the EU ePrivacy Directive and GDPR, the UK PECR, and any other applicable anti-spam, telemarketing or privacy law. Without limiting the foregoing, Customer must:

• have a lawful basis, and where required, prior consent, to contact each recipient;
• not send unsolicited commercial email to recipients who have not opted in or with whom Customer has no existing business relationship;
• include accurate sender identification and a valid physical address where required;
• honor unsubscribe and opt-out requests promptly and not contact those recipients again;
• not use purchased, rented, scraped or harvested contact lists;
• not send content that is deceptive, misleading or unlawful.

We may monitor sending metrics, bounce rates, spam complaints and similar signals, and may throttle, suspend or disable sending, or the workspace, if we reasonably believe messaging violates this section or threatens our sending reputation or infrastructure.

6.3 Prohibited data

Customer must not submit to the service, and must not permit its authorized users or Client users to submit, any data that Customer does not have the right to submit, any data that is unlawful to collect or process, or any of the following categories of sensitive data unless we have agreed in writing: payment card numbers (other than through the Stripe checkout flow), bank account credentials, government identification numbers, health information subject to HIPAA, biometric identifiers, or data of children under 16.

6.4 Restrictions

Customer must not, and must not permit anyone to:

• copy, modify, translate, reverse engineer, decompile or create derivative works of the service, except where applicable law prohibits that restriction;
• sell, resell, sublicense, rent, lease, lend, distribute or otherwise make the service available to any third party, other than to Client users through the features intended for them;
• use the service to build a competing product, or to benchmark the service for publication without our written consent;
• scrape, crawl or extract data from the service, or access the service by any automated means other than our documented APIs and integrations;
• interfere with or disrupt the service, circumvent usage limits, access other customers' workspaces, or probe or test the vulnerability of the service without our written permission;
• remove or alter any proprietary notices, or use our name or marks except as permitted under section 15 or the white label features;
• use the service in violation of any law or to infringe or misappropriate the rights of any person.

6.5 Enforcement

We may investigate suspected violations of this section and may remove content, disable features, suspend or terminate access, and report unlawful activity to authorities. We have no obligation to monitor Customer data or Customer's use of the service.

7. Customer data

7.1 Ownership

As between the parties, Customer owns all right, title and interest in Customer data. We do not claim ownership of Customer data.

7.2 License to us

Customer grants us and our sub-processors a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, process, back up and otherwise use Customer data as necessary to provide, maintain, secure and improve the service, to prevent or address service or technical problems, to comply with law, and as otherwise permitted in this Agreement or instructed by Customer. This license ends when Customer data is deleted under section 21, except for copies in backups that roll off within the window stated in section 21.3.

7.3 Customer responsibilities

Customer is solely responsible for the accuracy, quality, legality and content of Customer data and for the means by which Customer acquired it. Customer represents and warrants that it has all rights, consents, notices and lawful bases required under applicable law to collect Customer data, to submit it to the service, and to permit us to process it as described in this Agreement.

7.4 Clients' data and the processing relationship

Customer data includes personal data about Clients and their personnel. For that data, Customer is the controller (or business, under US state law) and CB Platforms is the processor (or service provider). The data processing addendum at /legal/dpa governs that processing. Customer is responsible for responding to requests, complaints and inquiries from Clients and other data subjects about their data, and for providing any privacy notices they are owed. If we receive a request from a Client about Customer data, we will direct the Client to Customer, except where law requires otherwise.

7.5 Usage data

We may collect and use usage data to operate, secure, support, improve and develop the service, and may disclose usage data in aggregated or de-identified form that does not identify Customer or any individual.

7.6 Backups are a convenience

Each workspace runs in a dedicated database. We take daily snapshots and logical backups of workspaces as part of our operations. Backups are provided as a convenience and to support our disaster recovery. They are not a guarantee against data loss. We do not warrant that any backup exists, is complete, or can be restored for any point in time. Customer is responsible for maintaining its own copies of Customer data using the export features of the service, and for testing them. Customer's sole remedy for data loss, corruption or unavailability is for us to use commercially reasonable efforts to restore the affected data from the most recent available backup.

7.7 Export

The service provides a full export of Customer data in JSON and other machine-readable formats. Customer may export its data at any time during the subscription term and during the 30-day grace period after termination under section 21. We have no obligation to provide Customer data after that grace period.

7.8 Migrations

The migration hub can import data from third-party services. Imports rely on the accuracy and availability of data in the source system and on the source system's API. We do not warrant that any import will be complete or correct. Customer must review imported data and is responsible for the outcome of any migration, including any rollback it performs.

8. Client users, portals and shared links

8.1 Access granted by Customer

Client portals, shared report links, proposals, invoices and e-signature requests allow Client users to view and interact with content that Customer chooses to share. Customer controls what is shared, with whom, and for how long. Customer is responsible for all content it makes available to Client users and for the actions of Client users in its workspace.

8.2 Client users are not our customers

Client users access the service on Customer's behalf and as Customer's invitees. We have no contract with Client users other than any terms displayed to them in the portal, and we owe no duties to Client users except as required by law. Customer is responsible for any terms, notices or agreements it needs to have in place with its Clients regarding the portal.

8.3 Shared links

Shared links may be accessible to anyone who has the link, depending on the settings Customer chooses. Customer is responsible for choosing appropriate access settings, for distributing links only to intended recipients, and for revoking links that should no longer be available.

8.4 White label and custom domains

If Customer uses white label features or custom domains, Customer is responsible for owning or having the right to use the domain, for configuring DNS, for any certificate issuance dependencies it controls, and for any content presented under its brand. White label features do not transfer any ownership of the service to Customer. Customer must not represent that the service is developed or operated by Customer.

9. Third-party services and integrations

9.1 Integrations

The service integrates with third-party services, including Google Workspace (Gmail, Calendar, Drive), Harvest, HubSpot, QuickBooks (via Airtable), Gusto, Slack, Stripe, Postmark, Ahrefs, YouTube and Anthropic. Integrations are enabled at Customer's option. When Customer connects a third-party service, Customer authorizes us to access, retrieve, send and store data from and to that service as needed to provide the integration, and represents that it has the right to grant that access.

9.2 Third-party terms

Each third-party service is governed by its own terms and privacy policy. Customer is responsible for complying with those terms and for any fees charged by the third party. We are not a party to Customer's relationship with any third-party service.

9.3 No responsibility for third-party services

We do not control third-party services and are not responsible for their availability, accuracy, security, data handling, changes, outages, rate limits, API deprecations or termination. A third-party service may change or withdraw its API at any time, which may cause an integration to stop working or to be removed. We may modify, suspend or discontinue any integration at any time. Customer's use of a third-party service, and any data lost, altered, disclosed or exposed by or through a third-party service, is at Customer's own risk.

9.4 Google API scopes

Where Customer or its authorized users grant the service access to Google user data through Google APIs, our use of that data complies with the Google API Services User Data Policy, including its Limited Use requirements, as described in the privacy policy. Customer and its authorized users may revoke that access at any time in their Google account settings, in which case the related features will stop working.

10. E-signature

10.1 What we provide

The service includes tooling that allows Customer to send proposals and other agreements to Clients for electronic signature and to record the signing event, including signer identity information supplied by the signer, timestamps, IP addresses and an audit trail. We provide the tooling only.

10.2 Customer is responsible for enforceability

Customer is solely responsible for determining whether electronic signatures are appropriate and legally sufficient for the documents it sends, for the content of those documents, for verifying signer identity and authority to the degree Customer requires, for obtaining any consent to conduct business electronically that may be required from signers, and for complying with any law that requires particular formalities, disclosures, witnessing, notarization or retention. We do not warrant that any document signed through the service will be valid, binding or enforceable in any jurisdiction, or that it will satisfy the requirements of the US ESIGN Act, UETA, eIDAS or any other law.

10.3 No legal advice

Nothing in the service, including templates, default clauses or AI-drafted content, is legal advice. Customer should have its own agreements reviewed by counsel.

10.4 Records

Customer is responsible for downloading and retaining signed documents and audit trails for as long as it needs them. We retain them as Customer data under section 21 and have no separate retention obligation.

11. Payments collected through the service

11.1 Payment tooling

The service allows Customer to issue invoices to Clients and to collect payment by card through Stripe, by bank transfer, and in USDC or USDT stablecoins on supported blockchain networks. We provide invoicing and reconciliation tooling. We do not hold, transmit, exchange, custody or settle funds.

11.2 We are not a party to the transaction

Each invoice and payment is a transaction between Customer and its Client. We are not a party to that transaction, are not a seller, buyer, payment processor, money transmitter, money services business, bank, escrow agent, virtual asset service provider or exchange, and do not guarantee that any Client will pay. Customer is solely responsible for the goods and services it invoices, for the accuracy of its invoices, for disputes, refunds, chargebacks, non-payment and collections, and for any obligations to its Clients.

11.3 Stripe

Card payments are processed by Stripe under a Stripe account that Customer creates and controls. Customer's use of Stripe is governed by the Stripe Services Agreement and Stripe Connected Account Agreement. Stripe's fees, payout timing, reserves, dispute handling and account decisions are Stripe's alone. We are not responsible for any action Stripe takes on Customer's account.

11.4 Bank transfers

Bank transfer details displayed on invoices are supplied by Customer. Customer is responsible for their accuracy and for reconciling transfers received. We are not responsible for misdirected or delayed transfers.

11.5 Stablecoins

Stablecoin payments are made directly from the Client's wallet to a wallet address supplied and controlled by Customer, on public blockchain networks that we do not operate. Customer is responsible for the wallet addresses it provides, for network selection, for confirming receipt, for the custody and security of its private keys, for network fees, for the risks of blockchain transactions, including irreversibility, network congestion, forks, smart contract risk and issuer risk, and for any tax, reporting, licensing or sanctions obligations that arise from accepting stablecoins. We do not warrant the value, redeemability or availability of any stablecoin or network, and we cannot reverse or recover any blockchain transaction.

11.6 Taxes on Customer's sales

Customer is solely responsible for determining, collecting, reporting and remitting all taxes on its invoices to Clients, including sales tax, VAT and GST, and for any tax consequences of receiving payment in any form. Tax fields in the service are tools for Customer's use and do not constitute tax advice. We do not calculate or warrant the correctness of any tax amount.

12. AI features

12.1 Nature of AI output

AI features generate output using models operated by third parties, including Anthropic. Output is probabilistic and may be inaccurate, incomplete, outdated, biased, inappropriate or misleading, and may not be unique to Customer. Customer must review all AI output before relying on it or sending it to anyone, and is solely responsible for any decision, message, document, financial figure or action based on AI output.

12.2 Customer input to AI features

When Customer uses AI features, the relevant Customer data is sent to the model provider to generate a response. Customer is responsible for ensuring it has the right to submit that data. Customer must not use AI features to generate content that violates the acceptable use policy or the model provider's usage policies.

12.3 MCP and connected agents

Where Customer connects Claude or another agent to the service through MCP, actions taken by that agent in Customer's workspace are Customer's actions. Customer is responsible for the permissions it grants, for the prompts and instructions it gives, and for reviewing what the agent does. We are not responsible for changes to Customer data made by an agent.

12.4 Ownership and disclaimers

As between the parties, Customer owns the output generated for it by AI features to the extent permitted by law. AI features are provided "as is" and are excluded from any warranty, service commitment and indemnity. We may change, limit or discontinue any AI feature at any time.

13. Confidentiality

13.1 Definition

"Confidential information" means non-public information disclosed by one party to the other under this Agreement that is marked confidential or that a reasonable person would understand to be confidential. Customer data is Customer's confidential information. The non-public features, pricing terms, roadmap and security information of the service are our confidential information. Confidential information does not include information that is or becomes public through no fault of the recipient, was known to the recipient before disclosure, is independently developed by the recipient, or is rightfully received from a third party without a duty of confidentiality.

13.2 Obligations

The recipient will use the discloser's confidential information only to perform under this Agreement, will protect it with at least the care it uses for its own similar information and no less than reasonable care, and will disclose it only to employees, contractors, advisors and sub-processors who need to know it and are bound by obligations at least as protective. The recipient may disclose confidential information when required by law or court order, provided it gives the discloser prompt notice where legally permitted and cooperates with efforts to limit the disclosure.

13.3 Duration

These obligations continue for three years after the Agreement ends, except that obligations for trade secrets and Customer data continue for as long as the information remains a trade secret or is retained.

14. Intellectual property and feedback

14.1 Our ownership

We and our licensors own all right, title and interest in the service, the documentation, our marks, and all software, technology, designs, templates, models, know-how and improvements related to them, including any improvements derived from usage data. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer, by implication or otherwise.

14.2 License to Customer

Subject to this Agreement, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the service for its internal business purposes, and to permit Client users to access the features intended for them.

14.3 Feedback

If Customer or its users provide suggestions, ideas, feature requests or other feedback about the service, Customer grants us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose without obligation or attribution.

14.4 Templates

Proposal, invoice, report and email templates provided in the service are licensed for use within the service. Customer may use its completed documents freely. Customer may not extract templates for use outside the service or redistribute them.

15. Publicity

Customer grants us the right to identify Customer as a customer of the service, and to use Customer's name and logo on our website, in customer lists, and in sales and marketing materials, in a manner consistent with Customer's brand guidelines if provided. Customer may opt out at any time by emailing privacy@verbial.io, and we will remove Customer's name and logo from materials we control within 30 days. We will not issue a press release or describe Customer's use of the service in detail without Customer's prior written approval.

16. Warranty disclaimer

THE SERVICE, THE DOCUMENTATION, ALL INTEGRATIONS, AI FEATURES, E-SIGNATURE TOOLING, PAYMENT TOOLING, BETA FEATURES AND ANY OTHER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, CB PLATFORMS AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT DATA WILL NOT BE LOST, CORRUPTED OR DISCLOSED, THAT DEFECTS WILL BE CORRECTED, THAT ANY INTEGRATION WILL CONTINUE TO FUNCTION, THAT ANY REPORT, CALCULATION, PROFITABILITY FIGURE, INVOICE TOTAL, TIME ENTRY OR AI OUTPUT WILL BE ACCURATE, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. CUSTOMER IS RESPONSIBLE FOR VERIFYING ALL FIGURES BEFORE RELYING ON THEM. NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

17. Limitation of liability

17.1 Exclusion of certain damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CB PLATFORMS OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR OPPORTUNITY, LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, COST OF SUBSTITUTE SERVICES, SERVICE INTERRUPTION, UNAUTHORIZED ACCESS TO OR DISCLOSURE OF DATA, ACTS OR OMISSIONS OF THIRD-PARTY SERVICES, FAILED OR MISDIRECTED PAYMENTS, UNENFORCEABLE SIGNED DOCUMENTS, OR RELIANCE ON AI OUTPUT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17.2 Cap on liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF CB PLATFORMS AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS AND SUPPLIERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO CB PLATFORMS FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER IS USING A FREE TRIAL OR ANY FREE PLAN OR FEATURE, OR HAS PAID NO FEES IN THAT PERIOD, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

17.3 Basis of the bargain

The limitations in this section apply in the aggregate to all claims, are an essential basis of the bargain between the parties, and reflect the allocation of risk on which the fees are based. They apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law, including liability for fraud or willful misconduct.

17.4 Claims period

Any claim arising out of or relating to this Agreement or the service must be brought within one year after the claim accrues, or it is permanently barred, to the extent permitted by law.

18. Indemnification by Customer

Customer will defend, indemnify and hold harmless CB Platforms and its members, managers, officers, employees, contractors and agents from and against all claims, demands, suits, proceedings, damages, losses, liabilities, fines, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Customer data, including any claim that Customer data or its collection, submission or processing infringes or misappropriates any right or violates any law;
• Customer's or its authorized users' or Client users' use of the service, including any breach of this Agreement or the acceptable use policy;
• email, messages, proposals, invoices, reports or other content that Customer sends or makes available through the service, including any claim under anti-spam, telemarketing, privacy, consumer protection, advertising or defamation law;
• any transaction, invoice, payment, refund, chargeback, dispute or tax between Customer and a Client, or any claim by a Client or Client user;
• any document signed through the service, including its content, validity or enforceability;
• Customer's use of any third-party service, integration, wallet, bank account or Stripe account;
• Customer's use of AI output or any action taken by an agent connected to Customer's workspace;
• Customer's violation of any law or the rights of any person.

We will give Customer prompt notice of the claim, reasonable cooperation at Customer's expense, and control of the defense and settlement, provided that Customer may not settle any claim in a way that admits fault by us or imposes obligations on us without our written consent. We may participate with our own counsel at our expense.

19. Our limited IP indemnity

19.1 Indemnity

We will defend Customer against any claim brought by a third party alleging that the service, as provided by us and used by Customer in accordance with this Agreement, infringes that third party's United States patent, copyright or trademark, or misappropriates its trade secret, and will pay damages finally awarded against Customer by a court of competent jurisdiction, or agreed by us in settlement, for that claim.

19.2 Exclusions

This indemnity does not apply to claims arising from Customer data; third-party services or integrations; AI output; beta features; templates or content supplied by Customer; modifications not made by us; combination of the service with anything not provided by us; use after we have notified Customer to stop; use in breach of this Agreement; or free trial use.

19.3 Remedies

If the service becomes, or we believe it is likely to become, the subject of an infringement claim, we may at our option and expense procure the right for Customer to continue using it, modify or replace it so that it is non-infringing, or terminate the affected part of the service and refund any prepaid fees for the remaining subscription term. This section states our entire liability and Customer's exclusive remedy for any infringement claim.

19.4 Process

Customer will give us prompt written notice of the claim, sole control of the defense and settlement, and reasonable cooperation at our expense.

20. Term, termination and suspension

20.1 Term

This Agreement begins when Customer first accepts it and continues until all subscriptions and trials have ended and the grace period in section 21 has expired.

20.2 Termination by Customer

Customer may terminate a subscription by turning off renewal in the billing settings of the service. Termination takes effect at the end of the then-current subscription term. Customer may terminate this Agreement for our material breach if we do not cure the breach within 30 days after receiving written notice describing it, in which case we will refund any prepaid fees for the remainder of the subscription term after the effective date of termination.

20.3 Termination by us

We may terminate this Agreement or any subscription:

• for Customer's material breach that is not cured within 30 days after notice, or immediately for a breach that cannot be cured or that involves the acceptable use policy, non-payment lasting 30 days, or a threat to the service or other customers;
• immediately if Customer becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy or similar proceedings;
• for convenience, on at least 60 days notice, in which case we will refund any prepaid fees for the remaining subscription term after the effective date;
• immediately if required by law or by a third-party service on which the service materially depends.

20.4 Suspension

We may suspend access to all or part of the service, with notice where practicable, if we reasonably believe that: Customer or an authorized user or Client user has violated the acceptable use policy or section 6; the workspace is being used in a way that threatens the security, integrity or availability of the service or other customers; fees are overdue under section 5.7; a third-party service demands it; or suspension is required by law. We will limit suspension to what is reasonably necessary and will restore access once the cause is resolved. We are not liable for any damages arising from a suspension under this section.

21. Effect of termination

21.1 Immediate effects

On expiration or termination, Customer's right to use the service ends, all fees owed become immediately due, and Customer must stop using the service. Client portals, shared links and custom domains associated with the workspace will stop working.

21.2 30-day grace period and export

For 30 days after expiration or termination, we will keep the workspace available in a read-only state so that Customer can export Customer data using the export features. Customer is responsible for completing its export within that period. After the grace period we may delete the workspace, including its dedicated database and all Customer data, without further notice, and we will have no obligation to retain, return or provide Customer data.

21.3 Backups

Copies of Customer data in backups and snapshots are deleted or overwritten in the ordinary course of our backup rotation, which is currently 35 days, and are not accessible to Customer.

21.4 Retained data

We may retain Customer data to the extent required by law, for the resolution of disputes, for the enforcement of this Agreement, or in usage data, and may retain billing records, signed audit trails required by law, and copies in the possession of third-party services under their own terms.

21.5 Survival

Sections 1, 5 (as to amounts owed), 7.2 (to the extent necessary to delete data), 7.3, 7.5, 10, 11, 12.4, 13, 14, 16, 17, 18, 19.3, 21, 23 and 28, and any other provision that by its nature should survive, survive expiration or termination.

22. Changes to the service and these terms

22.1 Changes to the service

We may modify the service, including adding, changing or removing features, integrations, plans and limits. We will not materially reduce the core functionality of a paid plan during a subscription term without notice. If a change materially reduces the core functionality of Customer's paid plan, Customer may terminate the affected subscription by notice within 30 days of the change and receive a refund of prepaid fees for the remaining term.

22.2 Changes to these terms

We may update this Agreement from time to time. We will post the updated version at /legal/terms with a new updated date, and for material changes we will give at least 30 days notice by email to the account owner or by notice in the service. The updated terms take effect on the later of the date stated in the notice or the start of Customer's next subscription term, except that changes required by law or that affect new features may take effect immediately. Continued use of the service after the effective date constitutes acceptance. If Customer does not accept a material change, Customer may terminate the affected subscription before the change takes effect and receive a refund of prepaid fees for the remaining term.

23. Governing law and dispute resolution

23.1 Governing law

This Agreement and any dispute arising out of or relating to it or the service are governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

23.2 Informal resolution first

Before starting arbitration or any proceeding, a party must send written notice of the dispute to the other party (to us at privacy@verbial.io and to Customer at its account email) and the parties will attempt in good faith to resolve the dispute within 60 days.

23.3 Binding arbitration

Any dispute, claim or controversy arising out of or relating to this Agreement or the service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, in English, and will take place in Wilmington, Delaware, or by video conference if the parties agree. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitrator has exclusive authority to resolve any dispute about the scope, enforceability or interpretation of this section, and may award any relief that a court could award to the individual party. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs unless the arbitrator awards them under applicable law or the rules.

23.4 Class action waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim will be severed and brought in court under section 23.6, and the remaining claims will proceed in arbitration.

23.5 Small claims carve-out

Either party may bring an individual claim in small claims court in a court of competent jurisdiction if the claim qualifies and remains in that court on an individual basis.

23.6 Injunctive relief and court proceedings

Nothing in this section prevents either party from seeking temporary, preliminary or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information or the security of the service, or to enforce an arbitration award. For any matter that is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware, and waive any objection based on inconvenient forum.

23.7 Jury trial waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.

24. Export control and sanctions

The service may be subject to US export control and economic sanctions laws. Customer represents that it, its authorized users and its Clients using the service are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive US sanctions, and are not on any US government restricted party list. Customer will not use or permit use of the service in violation of any export control or sanctions law, and will not use the service to collect payment from, or to process data for, any sanctioned person. Customer is solely responsible for sanctions screening of its Clients and of any wallet or bank account it transacts with.

25. US government use

The service is commercial computer software and commercial computer software documentation developed at private expense. If Customer is a US government entity or contractor, the service is provided with only the rights granted to all other customers under this Agreement, consistent with FAR 12.212 and DFARS 227.7202, and any other use is prohibited without our written consent.

26. Assignment

Customer may not assign or transfer this Agreement or any rights under it, by operation of law or otherwise, without our prior written consent, except to a successor in a merger, acquisition or sale of substantially all of its assets that is not a competitor of ours and that agrees in writing to be bound by this Agreement. We may assign this Agreement without consent to an affiliate or to a successor in a merger, acquisition, reorganization or sale of assets. Any attempted assignment in violation of this section is void.

27. Force majeure

Neither party is liable for any failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor disputes, government action, failure of the internet or of any third-party service, hosting provider, network, utility or blockchain network, denial of service attack, or other cause beyond its reasonable control, provided the affected party uses reasonable efforts to mitigate the effect.

28. General terms

28.1 Entire agreement

This Agreement, including the documents incorporated in section 1, is the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations and communications, written or oral. Any terms in a Customer purchase order, vendor form or similar document are rejected and have no effect. In the event of conflict, the following order of precedence applies: a signed order form, the data processing addendum, these terms, the acceptable use policy, the documentation.

28.2 Severability

If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

28.3 Waiver

A party's failure to enforce any provision is not a waiver of its right to do so later. Waivers must be in writing.

28.4 Notices

Notices to us must be sent by email to privacy@verbial.io or by mail to CB Platforms LLC, United States. Notices to Customer may be sent to the email address of the account owner or the billing contact, or posted in the service. Notices are effective when sent by email, or when delivered by mail.

28.5 Relationship of the parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise or employment relationship. There are no third-party beneficiaries of this Agreement, including Clients and Client users.

28.6 Electronic acceptance

This Agreement may be accepted electronically, and electronic acceptance has the same effect as a handwritten signature.

28.7 Headings and interpretation

Headings are for convenience only. "Including" means "including without limitation". The summary at the top of this document has no legal effect.

29. Contact

CB Platforms LLC operates Verbial. Questions about this Agreement may be sent to privacy@verbial.io or by mail to CB Platforms LLC, United States.