ATRIOS INC. TERMS OF SERVICE

SECTION 1 – GENERAL TERMS

These Terms of Service apply to the use of Atrios’s website and any other information service that links to these Terms of Service. The terms “we,” “us,” and “our” refer to Atrios, Inc. The terms “you” and “your” refer to you in your individual capacity, and, if you use the Service on behalf of your employer, to your employer as well. We offer our Services to you only if you agree to these Terms of Service. Please read these Terms of Service carefully before using our Services. By using our Services, you warrant and represent that you meet all of the foregoing eligibility requirements and agree to be bound by these terms and conditions. By using our Services on behalf of your employer, you also warrant and represent that you are authorized by your employer to use the Services and to agree to these Terms of Service on your employer’s behalf.

By using our Services, you also warrant and represent that you have capacity to form a binding contract with us because you are at least the age of majority in your state or province of residence or you have been granted such capacity by court order, operation of law, or other legal act.

If you do not agree to all the terms and conditions of this agreement, then you may not access the Services. These Terms of Service are an offer, and acceptance is expressly limited to these Terms of Service.

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all use of the Services thereafter. It is your responsibility to check this page periodically for changes and you agree that your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.

In our exclusive discretion, a breach or violation of any of these Terms of Service may result in an immediate termination or suspension of your access to any or all of the Services. In any event, we reserve the right to refuse access to the Services to anyone for any lawful reason at any time.

We reserve the right to modify or discontinue the Services (or any part thereof) at any time. You agree that we shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Services.

SECTION 2A – SERVICE CONTENT

The information presented on or through the Services is made available on an as-is basis. We do not warrant its accuracy, completeness, usefulness, or suitability for any purpose. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services may include content, including tools and materials, provided by third parties outside of our control. Such content is solely the responsibility of the person or entity providing it. You acknowledge and agree that we provide access to such content “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. Such content does not necessarily reflect our opinion. You agree that we shall not be responsible or liable to you, or any third party, for the content or accuracy of any such content.

Moreover, links in the Services may direct you to third-party websites or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please carefully review third parties’ policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

SECTION 2B – AUTOMATED PROCESSING AND RELATIONSHIP SIGNALS

By using the Services and enabling integrations with third-party platforms (including but not limited to Gmail, Google Calendar, and LinkedIn), you expressly authorize us to access, collect, and analyze metadata from such platforms as described in our Privacy Policy. This includes, but is not limited to, email metadata (such as sender and recipient addresses, subject lines, timestamps, message thread identifiers, and communication frequency and recency), calendar metadata (such as attendee lists, event titles, meeting information, company affiliations, and job positions). You acknowledge and agree that we will use automated means—including computational analytics, statistical methods, heuristic algorithms, machine learning models, and other algorithmic techniques—to process this metadata and other information you provide through the Services in order to generate insights about the strength, nature, and potential value of your professional relationships. You consent to this automated processing for purposes of ranking, scoring, prioritizing, ordering, and optimizing potential Matches and recommendations presented through the Services.

You acknowledge and agree that any relationship strength indicators, scores, rankings, or similar outputs generated by our automated processing systems (collectively, “Relationship Signals”) are internal heuristics developed through our proprietary methodologies and algorithms. Relationship Signals are provided solely to assist you in identifying potentially valuable professional connections and are not formal ratings, certifications, endorsements, guarantees, or warranties of any kind regarding the actual quality, strength, or value of any professional relationship or business opportunity. Relationship Signals do not constitute promises or predictions of future outcomes, successful introductions, business transactions, or relationship quality. The actual strength, quality, and value of any professional relationship depends on numerous factors outside of our control and beyond the scope of our analytical capabilities. You agree that Relationship Signals are informational tools only and that you are solely responsible for independently evaluating and making all decisions regarding whether to pursue, accept, or facilitate any introduction, business relationship, or transaction. We make no representations or warranties, express or implied, regarding the accuracy, completeness, reliability, or suitability of any Relationship Signals for any particular purpose.

SECTION 3 – OWNERSHIP AND INTELLECTUAL PROPERTY

By using our Services, you shall not acquire any ownership interest in any of the content in the Services. All content, including any trademarks and other intellectual property, included or incorporated in the Services is and shall continue to be our property or the property of our licensors and shall remain protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use, or publication by you of any content of the Services or any part of the Services is prohibited, except as expressly permitted in these Terms of Service. We grant you a limited, revocable, non-exclusive, and non-transferrable license to use the Services and the content therein; this license may not be sub-licensed or used for republication, distribution, assignment, sublicense, sale, reverse engineering, or the development of derivative works.

SECTION 4 – SUGGESTIONS

If you send us any creative ideas, suggestions, proposals, plans, or like materials, regardless of form (“Suggestions”), you agree that we may, at any time, use them in any medium. You agree that we shall have no obligation to maintain any Suggestions in confidence; to pay compensation for any Suggestions; or to respond to any Suggestions. You warrant and represent that your Suggestions will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your Suggestions will not contain defamatory or otherwise unlawful, abusive, or obscene material, or contain any malware that could impair the operation of the Services. You also agree that, unless you correctly attribute any Suggestions other than your own to another originator, all Suggestions are your own.

SECTION 5 - PROHIBITED USES

You agree you will not use our Services for any illegal or unauthorized purpose nor may you violate any applicable laws, particularly including intellectual property laws, in your use of the Services. You also agree not to transmit any malware using the Services.

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Services or its content: for any unlawful purpose; to solicit others to perform or participate in any unlawful acts; to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; to infringe upon or violate our intellectual property rights or the intellectual property rights of others; to harass, abuse, insult, harm, defame, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or any other legally protected status or characteristic; to submit false or misleading information; to collect or track the personal information of others; to spam, phish, pharm, pretext, spider, crawl, or scrape; for any obscene or immoral purpose; in any manner intended to interfere with or circumvent the security features of the Services, other websites, or other services or devices on the internet; disseminate or transmit unsolicited messages; reverse engineer, decompile, disassemble, or otherwise attempt to discover or imitate the source code, underlying ideas, underlying user interface techniques, or algorithms used by or within the Services, or create a false identity or otherwise attempt to mislead us or any person as to the identity or origin of any communication.

SECTION 6 – PRIVACY AND PERSONAL INFORMATION

We respect your privacy and are committed to giving you the information you need to understand how to protect it. Our Privacy Policy, describes our processing of personal information in connection with the Services, the rights you may have with regard to your personal information, and how to exercise those rights. We update the Privacy Policy from time to time as our personal information processing practices and applicable laws change. We encourage you to review it regularly.

Please note that our website may incorporate third-party technologies for tracking, including website analytics, chat-based customer support, video content, and behavioral advertising. The personal information we collect as you use our website may be shared with the providers of these technologies. These technologies may involve the recording of conversations and other interactions you have with our website. The data we share with these providers may include these recordings. By using our website, you consent to this data sharing. This paragraph applies only to our website, not to the other components of our Services.

SECTION 7 - DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND TIMELINESS OF CLAIMS

We do not guarantee, represent, or warrant that your use of our Services will be uninterrupted, timely, secure, or error-free. You agree that, unless you and we agree otherwise, we may interrupt or cancel the Services at any time, without notice to you.

You agree that your use of, or inability to use, the Services is at your sole risk. The Services are (except as expressly stated by us) provided “as is” and “as available” for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

You agree that in no case shall we (including our directors, officers, employees, members, affiliates, agents, contractors, interns, suppliers, service providers, customers, and licensors) be liable for more than the greater of (a) the amount you have paid to us in the six months preceding your injury, loss, or claim or (b) $50 for any injury, loss, or claim. In addition, you agree that in no case shall we be liable for any direct, indirect, incidental, punitive, special, or consequential damages, including lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability, or otherwise, arising from your use of any of the Services, or for any other claim related in any way to your use of the Services. This limit shall apply even if we have been advised of the possibility of such injuries, losses, or claims. We shall have no liability for any injury, loss, or claim for any interruption, suspension, or disruption of the Services; any errors or inaccuracies in the content available from the Services; personal injury or property damages resulting from your use of the Services or the data contained therein; or malware which may be transmitted using the Services by a third party. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the fullest extent permitted by law.

Without limiting the foregoing, you further acknowledge and agree that we shall have no liability whatsoever for any injury, loss, claim, or damages arising from or related to: (a) any Relationship Signals, rankings, scores, strength indicators, or other outputs generated by our automated processing systems, including but not limited to any inaccuracies, errors, omissions, or mischaracterizations in such outputs; (b) your reliance on any Relationship Signals or automated recommendations in making business decisions, pursuing introductions, or evaluating professional relationships; (c) the quality, accuracy, or success of any Match, introduction, or business relationship identified, recommended, ranked, or facilitated through our automated processing; (d) any changes, updates, recalibrations, or modifications to our automated processing methodologies, algorithms, or ranking criteria; or (e) the analysis of metadata or other information collected from your enabled integrations with third-party platforms. You expressly assume all risk associated with your use of and reliance upon Relationship Signals and automated recommendations provided through the Services.

By using the Services, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the Civil Code of California, and any similar law of any state or territory, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

We shall not be liable for any failure to perform occasioned by an event outside of our reasonable control (a “Force Majeure” event) including: strikes, lockouts, labor difficulties, riots, inability or difficulty in obtaining or procuring supplies, labor, or transportation, fires, storms, floods, earthquakes, explosions, pandemics, accidents, acts of God, interference by civil or military authorities, whether legal or de facto, acts of the public enemy, war, rebellion, insurrection, sabotage, embargoes, trade wars, or orders given by public authority.

SECTION 8 - INDEMNIFICATION

You agree to indemnify, defend, and hold us harmless, along with our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorney fees, made by any third party due to or arising out of your breach of these Terms of Service or your violation of any law or the rights of any third party in connection with your use of the Services.

SECTION 9 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service without affecting the validity and enforceability of any other remaining provisions.

SECTION 10 - ENTIRE AGREEMENT

These Terms of Service, including any materials incorporated by reference, constitute the entire agreement between us. These Terms of Service supersede any prior agreements, communications, and proposals, whether oral or written, between us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

We or you may terminate this agreement at any time by providing written notice to the other party. However, you will remain responsible for any outstanding fees for introductions or meetings that occurred prior to termination. You may not use the Services following termination unless you agree to again be bound by these Terms of Service.

SECTION 11A – ADDITIONAL PROVISIONS FOR COMPANIES

This section shall apply to you only if you are using the Services on behalf of a Company. You agree that, during the term of your engagement with us and for one year thereafter, you will not engage in any lead generation, business development, or introduction-based agreement with any Connector introduced to you through your use of our Services. This includes any arrangement where a Connector is compensated or otherwise incentivized to source, introduce, or refer leads outside of our Services. You also agree not to use information obtained through us or our Services—including Connector identities, social network data, or introduced leads—to initiate or facilitate introductions, outreach, or lead generation activities outside of our coordination. You shall not share Connector or Match information with affiliates, vendors, contractors, or third parties in any way that enables introductions, outreach, or lead sourcing to occur without our involvement and compensation.

You also agree to keep all information you learn from us through the Services—particularly including information about Connectors, Match details, our pricing, and our proprietary workflows—confidential. You shall exercise the same level of care to protect such information from disclosure that you use to protect your own confidential information, and, in event, at least a reasonable level of care. You agree that this obligation shall survive the termination of these Terms of Service.

You may provide us with a written list of individuals or entities (“Exclusion List”) with whom you have a documented, pre-existing lead generation or introduction-based relationship. The Exclusion List must be submitted before or within seven days of your initial engagement with us and must be supported by reasonable evidence upon request. You will be exempt from the restrictions in the preceding paragraphs of this section with respect to any Connector identified on a timely submitted Exclusion List.

You acknowledge that any breach of this section will cause irreparable harm to us and that, therefore, we shall be entitled to seek injunctive relief for such breach. You agree to waive any requirement for a bond if we seek such relief. In addition, in the event of your breach of this section, you agree that we shall be entitled, at our option to liquidated damages of $10,000 per violation or the fees that would have been payable to us for transactions that would have occurred through the Services but for your breach.

SECTION 11B – ADDITIONAL PROVISIONS FOR CONNECTORS

This section shall apply to you only if you are using the Services as a Connector. You agree that, during the term of your engagement with us and for one year thereafter, you will not engage in any lead generation, business development, or introduction-based agreement with any Company introduced to you through your use of our Services. You also agree not to use information obtained through us or our Services—including Company identities or introduced points of contact—to initiate or facilitate introductions, outreach, or lead generation activities outside of our coordination. You shall not share Company or Match information with third parties in any way that enables introductions, outreach, or lead sourcing to occur without our involvement and compensation. You also agree to keep all information you learn from us through the Services—particularly including information about Companies, Match details, our pricing, and our proprietary workflows—confidential. You acknowledge that any breach of this section will cause irreparable harm to us and that, therefore, we shall be entitled to seek injunctive relief for such breach. You agree to waive any requirement for a bond if we seek such relief. In addition, in the event of your breach of this section, you agree that we shall be entitled, at our option to liquidated damages comprising the fees that would have been payable to us for transactions that would have occurred through the Services but for your breach.

SECTION 12 – FEES

You agree to pay the fees stated in the Services for meetings with leads generated through the Services. You acknowledge and agree that such fees shall be due and payable regardless of the outcome of the meeting. All fees shall be charged automatically to the payment card provided to our payment processing partner once any requested meeting is confirmed. We will also provide you with a regular invoice. You must notify us in writing of any dispute regarding fees within five business days after we send the invoice. Your failure to timely dispute any fee shall serve as your agreement that the fees are correct.

SECTION 13 - GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Service and any dispute between us, except to the extent such dispute is governed under another agreement between you and us, shall be governed by and construed in accordance with the laws of the State of Delaware without applying its choice-of-law rules.

You agree that, unless you opt-out by emailing us at admin@atrios.com within 14 days of your first use of the Services, any claim against us or dispute with us shall be resolved in binding arbitration conducted before a single arbitrator under the American Arbitration Association’s Commercial Arbitration Rules. Such arbitration shall be conducted in person in Cheyenne, Wyoming. You agree that the arbitrator’s award may be entered in any court of competent jurisdiction. You understand that this provision means that you will not be entitled to a jury trial in any dispute with us.

You also agree that, at least 21 days prior to commencing any arbitration proceeding (or, if you have opted out, litigation), you to agree to inform us of the nature of any dispute you have with us and the relief you seek by sending an email to admin@atrios.com. Thereafter, we will contact you to try to address or resolve the dispute in a satisfactory way.

If you opt out of dispute resolution through arbitration as set forth above, You agree that any claim or dispute with us shall be resolved only in the federal or state courts located in Cheyenne, Wyoming and you further expressly consent and agree to the exercise of personal jurisdiction by any state and federal courts of competent subject matter jurisdiction within Cheyenne, Wyoming in connection with any such dispute. You also waive any objection to the resolution of any dispute between us in such courts on the basis of improper venue or forum non conveniens. You also agree to waive your right to a jury trial in connection with any controversy between us and understand that this means that a judge, rather than a jury, will resolve all factual and legal issues.

You also agree that any dispute between us shall be resolved only on an individual basis and that you (and we) waive any right to bring a claim on a class-action or representative basis or to have a claim brought in such a way by any other person or party and that any dispute between us must be filed consistent with the requirements of this section within one year of accrual or be permanently barred. You and we also agree that, to the maximum extent permitted by law, neither you nor we shall be entitled to recover any punitive or exemplary damages, regardless of the nature of the dispute between us.

SECTION 14 - CONTACT INFORMATION

Questions about these Terms of Service should be sent to us at admin@atrios.com.