Last Updated: Nov 21, 2025

BY ACCESSING OR USING THE RAVENLY PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

1. DEFINITIONS

“Agreement” means these Terms of Service, together with any Order Forms, policies, and other documents incorporated by reference. “Platform” means the Ravenly software-as-a-service platform, including all associated websites, mobile applications, APIs, and related services. “Company,” “we,” “us,” or “our” refers to Prizm AI LLC. “User,” “you,” or “your” refers to the individual or entity accessing or using the Platform. “User Data” means any data, content, or information uploaded, imported, submitted, or otherwise provided by User to the Platform. “Confidential Information” means User Data and any other non-public information disclosed by User to Company that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

2. ELIGIBILITY

The Platform is intended solely for use by businesses and professionals. By using the Platform, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into this Agreement; (c) you are accessing the Platform on behalf of a business entity and have authority to bind such entity to this Agreement; and (d) your use of the Platform complies with all applicable laws and regulations.

3. PLATFORM DESCRIPTION

Ravenly is a software-as-a-service platform that provides tools for lead engagement, prospect and client communication, and marketing workflow management. The Platform may utilize artificial intelligence and other technologies to provide certain features. Features and functionality may vary and may change at any time without notice.

4. PRIVACY POLICY

Our collection and use of personal information in connection with the Platform is described in our Privacy Policy, available at ravenly.com/privacy-policy. The Privacy Policy is incorporated into this Agreement by reference. By using the Platform, you acknowledge that you have read and understand the Privacy Policy.

5. ACCOUNT REGISTRATION AND SECURITY

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account. We reserve the right to suspend or terminate any account at any time, for any reason or no reason, at our sole discretion.

6. LICENSE GRANT

Subject to your compliance with this Agreement and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes. We will use commercially reasonable efforts to make the Platform available, but we do not guarantee any specific level of availability or uptime. This license may be revoked at any time, with or without cause, at our sole discretion.

7. USER DATA AND DATA RIGHTS

(a) Ownership. As between the parties, you retain all right, title, and interest in and to User Data. Nothing in this Agreement transfers ownership of User Data to the Company.

(b) User Responsibility. You are solely responsible for all User Data, including its accuracy, legality, and compliance with applicable laws. You represent and warrant that you have all necessary rights, consents, and permissions to provide User Data to the Platform and to authorize our use thereof as contemplated by this Agreement.

(c) Data Import. If we import data on your behalf, you acknowledge and agree that you are solely responsible for ensuring you have all necessary rights, consents, and legal authority to provide such data. We make no representations regarding the accuracy, completeness, or legality of any imported data.

(d) License to User Data. You grant us a worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and process User Data solely as necessary to provide, operate, and support the Platform and the services contemplated by this Agreement.

(e) Aggregated and Anonymized Data. We may collect, create, and use aggregated and/or anonymized data derived from User Data for any purpose, including but not limited to improving and enhancing the Platform and our services, developing new products and features, and for research and development purposes, including the training and improvement of artificial intelligence and machine learning models, provided that such data does not identify you or any individual.

(f) If you are a client of Omnizant LLC (“Omnizant”), you authorize Omnizant to access your account on the Platform for the purpose of reviewing and optimizing your marketing campaigns and related services.

8. CONFIDENTIALITY

(a) Protection of Confidential Information. We will hold your Confidential Information in confidence and will not disclose it to third parties except as expressly permitted herein. We will use your Confidential Information only to provide the Platform and services under this Agreement.

(b) Permitted Disclosures. We may disclose Confidential Information to our employees, contractors, and subprocessors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

(c) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to us prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

9. SECURITY

We implement and maintain reasonable administrative, technical, and physical safeguards designed to protect User Data, including: (a) encryption of data in transit and at rest; (b) access controls limiting access to User Data to authorized personnel; (c) logging and monitoring of system access; and (d) vulnerability management practices. Notwithstanding the foregoing, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

10. LEGAL PROCESS AND SUBPOENAS

We may disclose User Data or Confidential Information if required by law, subpoena, court order, or other legal process. Unless prohibited by law or court order, we will use reasonable efforts to notify you of such demand prior to disclosure so that you may seek a protective order or other appropriate remedy. In all cases, we will disclose only the minimum information reasonably necessary to comply with the legal requirement.

11. MARKETING RIGHTS

You grant us the right to use your name, logo, and trademarks in our marketing materials, website, and promotional content to identify you as a customer of Ravenly. 

12. INTELLECTUAL PROPERTY

(a) Company IP. The Platform, including all software, algorithms, models, designs, text, graphics, interfaces, and all intellectual property rights therein, is and shall remain the exclusive property of Company. Nothing in this Agreement transfers any ownership rights to you.

(b) Feedback. If you provide any feedback, suggestions, or ideas regarding the Platform, you hereby assign to us all right, title, and interest in such feedback, and we may use it without restriction or compensation to you.

13. PROHIBITED USES

You agree not to, and shall not permit any third party to: (a) use the Platform for any unlawful purpose or in violation of any applicable law or regulation; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; (c) copy, modify, or create derivative works of the Platform; (d) resell, sublicense, lease, or otherwise distribute access to the Platform without our prior written consent; (e) use the Platform for competitive benchmarking or to develop a competing product or service; (f) scrape, crawl, or use automated means to access the Platform except as expressly permitted; (g) circumvent, disable, or interfere with any security features of the Platform; (h) transmit any viruses, malware, or other harmful code; (i) interfere with or disrupt the integrity or performance of the Platform; (j) attempt to gain unauthorized access to the Platform or related systems; (k) use the Platform in any manner that could damage, disable, overburden, or impair the Platform; or (l) use the Platform to send spam or unsolicited communications.

14. COMMUNICATION COMPLIANCE

(a) General. The Platform provides tools for communicating with leads and clients via SMS/text messaging, email, and other channels. You acknowledge and agree that you are the sender of all communications transmitted through the Platform. We are a tool provider and are not responsible for the content, timing, or compliance of your communications.

(b) SMS/Text Messaging Compliance. If you use the Platform’s texting features, you represent, warrant, and covenant that: (i) you have obtained and shall maintain all necessary consents from recipients as required by the Telephone Consumer Protection Act (TCPA), state consumer protection laws, and all other applicable federal, state, and local laws and regulations; (ii) you will comply with all applicable laws governing electronic communications, including obtaining proper opt-in consent before sending any text messages; (iii) you will honor all opt-out requests promptly; and (iv) you will maintain records of consent as required by law.

(c) Opt-Out Processing. The Platform may automatically process opt-out requests (such as “STOP” or “UNSUBSCRIBE” messages) on your behalf. You agree to honor all opt-out requests processed by the Platform and shall not send further messages to any recipient who has opted out.

(d) Carrier Rules and Limitations. You acknowledge that: (i) text messages and other communications are transmitted through third-party carriers and networks; (ii) carriers may filter, block, or delay messages in their sole discretion; (iii) telephone numbers may be suspended or terminated by carriers for violations of their acceptable use policies; (iv) throughput and delivery are subject to carrier limitations; and (v) certain content categories may be prohibited by carriers. We are not liable for any carrier filtering, blocking, delays, suspensions, or other actions taken by carriers or networks.

(e) Email Compliance. If you use the Platform to send emails, you represent and warrant that you will comply with the CAN-SPAM Act, including: (i) accurate header and sender information; (ii) non-deceptive subject lines; (iii) clear identification of commercial messages; (iv) inclusion of a valid physical postal address; (v) a clear and conspicuous opt-out mechanism; and (vi) honoring opt-out requests within ten (10) business days. You are solely responsible for list hygiene and maintaining accurate, consent-based email lists.

(f) Call Recording and Transcription. If you use any call recording, call tracking, or transcription features through the Platform or third-party integrations, you are solely responsible for: (i) complying with all applicable federal and state laws regarding call recording, including obtaining all necessary consents; (ii) providing appropriate notice to call participants that calls may be recorded or transcribed; and (iii) understanding and complying with the laws of all jurisdictions in which you or your call participants are located, including two-party consent jurisdictions.

(g) Communication Indemnification. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM’S COMMUNICATION FEATURES, INCLUDING ANY ALLEGED VIOLATION OF THE TCPA, CAN-SPAM ACT, STATE CONSUMER PROTECTION LAWS, CALL RECORDING LAWS, OR OTHER APPLICABLE LAWS.

15. THIRD-PARTY SERVICES AND INTEGRATIONS

(a) Third-Party Services. The Platform may integrate with or allow you to connect to third-party services, applications, and platforms (“Third-Party Services”), including but not limited to calendar services, payment processors, call tracking providers, and artificial intelligence providers. Your use of any Third-Party Services is governed by the terms of service, privacy policies, and other agreements of those third parties.

(b) Authorization. By connecting a Third-Party Service to the Platform, you authorize us to access and share data with such Third-Party Service as necessary to enable the integration and provide the Platform’s functionality.

(c) No Responsibility. We are not responsible for the availability, accuracy, performance, or security of any Third-Party Services. We shall have no liability for any acts, omissions, errors, downtime, data loss, or billing issues arising from Third-Party Services.

(d) Third-Party Terms. You are solely responsible for compliance with all applicable third-party terms and policies. If there is a conflict between this Agreement and any third-party terms with respect to the Third-Party Service, the third-party terms shall govern your use of that Third-Party Service.

16. ARTIFICIAL INTELLIGENCE DISCLAIMER

CERTAIN FEATURES OF THE PLATFORM UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES, WHICH MAY INCLUDE THIRD-PARTY LARGE LANGUAGE MODELS AND OTHER COMMERCIAL AI SERVICES. WE CONTRACTUALLY PROHIBIT SUCH THIRD-PARTY PROVIDERS FROM USING YOUR DATA TO TRAIN THEIR MODELS. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT: (A) AI-GENERATED OUTPUTS, INCLUDING LEAD SCORES, RECOMMENDATIONS, AND ANALYSES, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT GUARANTEED TO BE ACCURATE, COMPLETE, OR RELIABLE; (B) YOU SHOULD NOT RELY SOLELY ON AI-GENERATED OUTPUTS FOR BUSINESS DECISIONS; (C) WE DO NOT WARRANT THAT AI FEATURES WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULTS; AND (D) WE SHALL HAVE NO LIABILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON AI-GENERATED OUTPUTS.

17. FEES, PAYMENT, AND SUBSCRIPTIONS

(a) Fees. You agree to pay all fees specified in your Order Form or as otherwise communicated to you. All fees are non-refundable except as expressly set forth herein.

(b) Subscription Term and Auto-Renewal. Subscriptions automatically renew for successive periods equal to the initial subscription term unless you provide written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

(c) Price Changes. We reserve the right to change our pricing at any time. Price changes will take effect at the beginning of your next subscription term following notice of such change. Your continued use of the Platform after a price change takes effect constitutes acceptance of the new pricing.

(d) Payment Terms. Fees are due in advance and payable in accordance with your Order Form. If no payment terms are specified, fees are due within fifteen (15) days of invoice.

(e) Late Payment. Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less). We may suspend access to the Platform for any account with overdue payments.

(f) Billing Disputes. You must notify us in writing of any billing dispute within fifteen (15) days of the invoice date. Failure to dispute within this period constitutes acceptance of the charges.

(g) Taxes. Fees do not include taxes. You are responsible for all applicable taxes, excluding taxes based on our net income.

(h) Collection Costs. You agree to pay all costs of collection, including reasonable attorneys’ fees, incurred by us in collecting overdue amounts.

18. TERM AND TERMINATION

(a) Term. This Agreement commences upon your acceptance and continues until terminated.

(b) Termination by Company. We may suspend or terminate your access to the Platform at any time, for any reason or no reason, at our sole discretion, with or without notice.

(c) Termination by User. You may terminate this Agreement by providing written notice and ceasing use of the Platform.

(d) Effect of Termination. Upon termination by Company, the Company will provide a prorated refund of any prepaid fees for the unused portion of the then-current subscription term. If you terminate this Agreement no refund will be provided.

(e) Data Retention and Deletion. Following termination of this Agreement for any reason, we will retain User Data for a period of thirty (30) days, after which User Data will be deleted. You are solely responsible for exporting any User Data you wish to retain prior to termination or within the thirty (30) day retention period.

(f) Survival. Sections 7(e), 8, 10, 11, 12, 14(g), 15, 16, 19, 20, 21, 22, 23, and 24 shall survive termination.

19. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA PROVIDED THROUGH THE PLATFORM. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

20. LIMITATION OF LIABILITY

(a) Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) Essential Purpose. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21. INDEMNIFICATION

(a) Indemnification by You. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the Platform; (ii) your User Data; (iii) your breach of this Agreement; (iv) your violation of any applicable law or regulation; (v) your violation of any third-party rights, including intellectual property rights or privacy rights; (vi) any claims related to your use of the communication features, including any TCPA, CAN-SPAM, or call recording claims; and (vii) any dispute between you and any third party.

(b) Indemnification by Company. We will indemnify, defend, and hold harmless you from and against any third-party claim that the Platform, as provided by us, infringes any United States patent, copyright, or trademark, and will pay any damages finally awarded or settlement amounts agreed to, provided that: (i) you promptly notify us in writing of the claim; (ii) you grant us sole control of the defense and settlement; and (iii) you provide reasonable cooperation at our expense. This indemnification obligation does not apply to claims arising from: (A) your User Data; (B) modification of the Platform by anyone other than us; (C) combination of the Platform with other products or services not provided by us; or (D) your continued use of the Platform after being notified of allegedly infringing activity.

(c) Sole Remedy. This Section 21 states each party’s sole and exclusive remedy for any third-party intellectual property infringement claims.

22. MODIFICATIONS

(a) Modifications to Terms. We reserve the right to modify this Agreement at any time. We will provide at least thirty (30) days’ notice of material changes by posting the updated terms on our website or by other reasonable means. Your continued use of the Platform after such notice constitutes acceptance of the modified terms. If you do not agree to the modified terms, your sole remedy is to discontinue use of the Platform.

(b) Modifications to Platform. We reserve the right to modify, suspend, or discontinue the Platform or any features thereof at any time, with or without notice, and without liability to you.

23. DISPUTE RESOLUTION

(a) Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Nassau County, New York. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(b) Class Action Waiver. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

(c) Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

24. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. For any matters not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Nassau County, New York.

25. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement constitutes the entire agreement between you and Company regarding the subject matter hereof and supersedes all prior agreements and understandings.

(b) Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

(c) Waiver. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

(d) Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction.

(e) Notices. We may provide notices to you via email, posting on the Platform, or other reasonable means. Notices to us must be sent to 418 Broadway, STE N, Albany, NY, 12207

(f) Force Majeure. We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control.

(g) Independent Contractors. The parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.

BY CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

Ravenly Terms of Service

Last Updated: Nov 21, 2025

BY ACCESSING OR USING THE RAVENLY PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

1. DEFINITIONS

“Agreement” means these Terms of Service, together with any Order Forms, policies, and other documents incorporated by reference. “Platform” means the Ravenly software-as-a-service platform, including all associated websites, mobile applications, APIs, and related services. “Company,” “we,” “us,” or “our” refers to Prizm AI LLC. “User,” “you,” or “your” refers to the individual or entity accessing or using the Platform. “User Data” means any data, content, or information uploaded, imported, submitted, or otherwise provided by User to the Platform. “Confidential Information” means User Data and any other non-public information disclosed by User to Company that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

2. ELIGIBILITY

The Platform is intended solely for use by businesses and professionals. By using the Platform, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into this Agreement; (c) you are accessing the Platform on behalf of a business entity and have authority to bind such entity to this Agreement; and (d) your use of the Platform complies with all applicable laws and regulations.

3. PLATFORM DESCRIPTION

Ravenly is a software-as-a-service platform that provides tools for lead engagement, prospect and client communication, and marketing workflow management. The Platform may utilize artificial intelligence and other technologies to provide certain features. Features and functionality may vary and may change at any time without notice.

4. PRIVACY POLICY

Our collection and use of personal information in connection with the Platform is described in our Privacy Policy, available at ravenly.com/privacy-policy. The Privacy Policy is incorporated into this Agreement by reference. By using the Platform, you acknowledge that you have read and understand the Privacy Policy.

5. ACCOUNT REGISTRATION AND SECURITY

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account. We reserve the right to suspend or terminate any account at any time, for any reason or no reason, at our sole discretion.

6. LICENSE GRANT

Subject to your compliance with this Agreement and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes. We will use commercially reasonable efforts to make the Platform available, but we do not guarantee any specific level of availability or uptime. This license may be revoked at any time, with or without cause, at our sole discretion.

7. USER DATA AND DATA RIGHTS

(a) Ownership. As between the parties, you retain all right, title, and interest in and to User Data. Nothing in this Agreement transfers ownership of User Data to the Company.

(b) User Responsibility. You are solely responsible for all User Data, including its accuracy, legality, and compliance with applicable laws. You represent and warrant that you have all necessary rights, consents, and permissions to provide User Data to the Platform and to authorize our use thereof as contemplated by this Agreement.

(c) Data Import. If we import data on your behalf, you acknowledge and agree that you are solely responsible for ensuring you have all necessary rights, consents, and legal authority to provide such data. We make no representations regarding the accuracy, completeness, or legality of any imported data.

(d) License to User Data. You grant us a worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and process User Data solely as necessary to provide, operate, and support the Platform and the services contemplated by this Agreement.

(e) Aggregated and Anonymized Data. We may collect, create, and use aggregated and/or anonymized data derived from User Data for any purpose, including but not limited to improving and enhancing the Platform and our services, developing new products and features, and for research and development purposes, including the training and improvement of artificial intelligence and machine learning models, provided that such data does not identify you or any individual.

(f) If you are a client of Omnizant LLC (“Omnizant”), you authorize Omnizant to access your account on the Platform for the purpose of reviewing and optimizing your marketing campaigns and related services.

8. CONFIDENTIALITY

(a) Protection of Confidential Information. We will hold your Confidential Information in confidence and will not disclose it to third parties except as expressly permitted herein. We will use your Confidential Information only to provide the Platform and services under this Agreement.

(b) Permitted Disclosures. We may disclose Confidential Information to our employees, contractors, and subprocessors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

(c) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to us prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

9. SECURITY

We implement and maintain reasonable administrative, technical, and physical safeguards designed to protect User Data, including: (a) encryption of data in transit and at rest; (b) access controls limiting access to User Data to authorized personnel; (c) logging and monitoring of system access; and (d) vulnerability management practices. Notwithstanding the foregoing, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

10. LEGAL PROCESS AND SUBPOENAS

We may disclose User Data or Confidential Information if required by law, subpoena, court order, or other legal process. Unless prohibited by law or court order, we will use reasonable efforts to notify you of such demand prior to disclosure so that you may seek a protective order or other appropriate remedy. In all cases, we will disclose only the minimum information reasonably necessary to comply with the legal requirement.

11. MARKETING RIGHTS

You grant us the right to use your name, logo, and trademarks in our marketing materials, website, and promotional content to identify you as a customer of Ravenly. 

12. INTELLECTUAL PROPERTY

(a) Company IP. The Platform, including all software, algorithms, models, designs, text, graphics, interfaces, and all intellectual property rights therein, is and shall remain the exclusive property of Company. Nothing in this Agreement transfers any ownership rights to you.

(b) Feedback. If you provide any feedback, suggestions, or ideas regarding the Platform, you hereby assign to us all right, title, and interest in such feedback, and we may use it without restriction or compensation to you.

13. PROHIBITED USES

You agree not to, and shall not permit any third party to: (a) use the Platform for any unlawful purpose or in violation of any applicable law or regulation; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; (c) copy, modify, or create derivative works of the Platform; (d) resell, sublicense, lease, or otherwise distribute access to the Platform without our prior written consent; (e) use the Platform for competitive benchmarking or to develop a competing product or service; (f) scrape, crawl, or use automated means to access the Platform except as expressly permitted; (g) circumvent, disable, or interfere with any security features of the Platform; (h) transmit any viruses, malware, or other harmful code; (i) interfere with or disrupt the integrity or performance of the Platform; (j) attempt to gain unauthorized access to the Platform or related systems; (k) use the Platform in any manner that could damage, disable, overburden, or impair the Platform; or (l) use the Platform to send spam or unsolicited communications.

14. COMMUNICATION COMPLIANCE

(a) General. The Platform provides tools for communicating with leads and clients via SMS/text messaging, email, and other channels. You acknowledge and agree that you are the sender of all communications transmitted through the Platform. We are a tool provider and are not responsible for the content, timing, or compliance of your communications.

(b) SMS/Text Messaging Compliance. If you use the Platform’s texting features, you represent, warrant, and covenant that: (i) you have obtained and shall maintain all necessary consents from recipients as required by the Telephone Consumer Protection Act (TCPA), state consumer protection laws, and all other applicable federal, state, and local laws and regulations; (ii) you will comply with all applicable laws governing electronic communications, including obtaining proper opt-in consent before sending any text messages; (iii) you will honor all opt-out requests promptly; and (iv) you will maintain records of consent as required by law.

(c) Opt-Out Processing. The Platform may automatically process opt-out requests (such as “STOP” or “UNSUBSCRIBE” messages) on your behalf. You agree to honor all opt-out requests processed by the Platform and shall not send further messages to any recipient who has opted out.

(d) Carrier Rules and Limitations. You acknowledge that: (i) text messages and other communications are transmitted through third-party carriers and networks; (ii) carriers may filter, block, or delay messages in their sole discretion; (iii) telephone numbers may be suspended or terminated by carriers for violations of their acceptable use policies; (iv) throughput and delivery are subject to carrier limitations; and (v) certain content categories may be prohibited by carriers. We are not liable for any carrier filtering, blocking, delays, suspensions, or other actions taken by carriers or networks.

(e) Email Compliance. If you use the Platform to send emails, you represent and warrant that you will comply with the CAN-SPAM Act, including: (i) accurate header and sender information; (ii) non-deceptive subject lines; (iii) clear identification of commercial messages; (iv) inclusion of a valid physical postal address; (v) a clear and conspicuous opt-out mechanism; and (vi) honoring opt-out requests within ten (10) business days. You are solely responsible for list hygiene and maintaining accurate, consent-based email lists.

(f) Call Recording and Transcription. If you use any call recording, call tracking, or transcription features through the Platform or third-party integrations, you are solely responsible for: (i) complying with all applicable federal and state laws regarding call recording, including obtaining all necessary consents; (ii) providing appropriate notice to call participants that calls may be recorded or transcribed; and (iii) understanding and complying with the laws of all jurisdictions in which you or your call participants are located, including two-party consent jurisdictions.

(g) Communication Indemnification. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM’S COMMUNICATION FEATURES, INCLUDING ANY ALLEGED VIOLATION OF THE TCPA, CAN-SPAM ACT, STATE CONSUMER PROTECTION LAWS, CALL RECORDING LAWS, OR OTHER APPLICABLE LAWS.

15. THIRD-PARTY SERVICES AND INTEGRATIONS

(a) Third-Party Services. The Platform may integrate with or allow you to connect to third-party services, applications, and platforms (“Third-Party Services”), including but not limited to calendar services, payment processors, call tracking providers, and artificial intelligence providers. Your use of any Third-Party Services is governed by the terms of service, privacy policies, and other agreements of those third parties.

(b) Authorization. By connecting a Third-Party Service to the Platform, you authorize us to access and share data with such Third-Party Service as necessary to enable the integration and provide the Platform’s functionality.

(c) No Responsibility. We are not responsible for the availability, accuracy, performance, or security of any Third-Party Services. We shall have no liability for any acts, omissions, errors, downtime, data loss, or billing issues arising from Third-Party Services.

(d) Third-Party Terms. You are solely responsible for compliance with all applicable third-party terms and policies. If there is a conflict between this Agreement and any third-party terms with respect to the Third-Party Service, the third-party terms shall govern your use of that Third-Party Service.

16. ARTIFICIAL INTELLIGENCE DISCLAIMER

CERTAIN FEATURES OF THE PLATFORM UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES, WHICH MAY INCLUDE THIRD-PARTY LARGE LANGUAGE MODELS AND OTHER COMMERCIAL AI SERVICES. WE CONTRACTUALLY PROHIBIT SUCH THIRD-PARTY PROVIDERS FROM USING YOUR DATA TO TRAIN THEIR MODELS. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT: (A) AI-GENERATED OUTPUTS, INCLUDING LEAD SCORES, RECOMMENDATIONS, AND ANALYSES, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT GUARANTEED TO BE ACCURATE, COMPLETE, OR RELIABLE; (B) YOU SHOULD NOT RELY SOLELY ON AI-GENERATED OUTPUTS FOR BUSINESS DECISIONS; (C) WE DO NOT WARRANT THAT AI FEATURES WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULTS; AND (D) WE SHALL HAVE NO LIABILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON AI-GENERATED OUTPUTS.

17. FEES, PAYMENT, AND SUBSCRIPTIONS

(a) Fees. You agree to pay all fees specified in your Order Form or as otherwise communicated to you. All fees are non-refundable except as expressly set forth herein.

(b) Subscription Term and Auto-Renewal. Subscriptions automatically renew for successive periods equal to the initial subscription term unless you provide written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

(c) Price Changes. We reserve the right to change our pricing at any time. Price changes will take effect at the beginning of your next subscription term following notice of such change. Your continued use of the Platform after a price change takes effect constitutes acceptance of the new pricing.

(d) Payment Terms. Fees are due in advance and payable in accordance with your Order Form. If no payment terms are specified, fees are due within fifteen (15) days of invoice.

(e) Late Payment. Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less). We may suspend access to the Platform for any account with overdue payments.

(f) Billing Disputes. You must notify us in writing of any billing dispute within fifteen (15) days of the invoice date. Failure to dispute within this period constitutes acceptance of the charges.

(g) Taxes. Fees do not include taxes. You are responsible for all applicable taxes, excluding taxes based on our net income.

(h) Collection Costs. You agree to pay all costs of collection, including reasonable attorneys’ fees, incurred by us in collecting overdue amounts.

18. TERM AND TERMINATION

(a) Term. This Agreement commences upon your acceptance and continues until terminated.

(b) Termination by Company. We may suspend or terminate your access to the Platform at any time, for any reason or no reason, at our sole discretion, with or without notice.

(c) Termination by User. You may terminate this Agreement by providing written notice and ceasing use of the Platform.

(d) Effect of Termination. Upon termination by Company, the Company will provide a prorated refund of any prepaid fees for the unused portion of the then-current subscription term. If you terminate this Agreement no refund will be provided.

(e) Data Retention and Deletion. Following termination of this Agreement for any reason, we will retain User Data for a period of thirty (30) days, after which User Data will be deleted. You are solely responsible for exporting any User Data you wish to retain prior to termination or within the thirty (30) day retention period.

(f) Survival. Sections 7(e), 8, 10, 11, 12, 14(g), 15, 16, 19, 20, 21, 22, 23, and 24 shall survive termination.

19. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA PROVIDED THROUGH THE PLATFORM. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

20. LIMITATION OF LIABILITY

(a) Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) Essential Purpose. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21. INDEMNIFICATION

(a) Indemnification by You. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the Platform; (ii) your User Data; (iii) your breach of this Agreement; (iv) your violation of any applicable law or regulation; (v) your violation of any third-party rights, including intellectual property rights or privacy rights; (vi) any claims related to your use of the communication features, including any TCPA, CAN-SPAM, or call recording claims; and (vii) any dispute between you and any third party.

(b) Indemnification by Company. We will indemnify, defend, and hold harmless you from and against any third-party claim that the Platform, as provided by us, infringes any United States patent, copyright, or trademark, and will pay any damages finally awarded or settlement amounts agreed to, provided that: (i) you promptly notify us in writing of the claim; (ii) you grant us sole control of the defense and settlement; and (iii) you provide reasonable cooperation at our expense. This indemnification obligation does not apply to claims arising from: (A) your User Data; (B) modification of the Platform by anyone other than us; (C) combination of the Platform with other products or services not provided by us; or (D) your continued use of the Platform after being notified of allegedly infringing activity.

(c) Sole Remedy. This Section 21 states each party’s sole and exclusive remedy for any third-party intellectual property infringement claims.

22. MODIFICATIONS

(a) Modifications to Terms. We reserve the right to modify this Agreement at any time. We will provide at least thirty (30) days’ notice of material changes by posting the updated terms on our website or by other reasonable means. Your continued use of the Platform after such notice constitutes acceptance of the modified terms. If you do not agree to the modified terms, your sole remedy is to discontinue use of the Platform.

(b) Modifications to Platform. We reserve the right to modify, suspend, or discontinue the Platform or any features thereof at any time, with or without notice, and without liability to you.

23. DISPUTE RESOLUTION

(a) Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Nassau County, New York. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(b) Class Action Waiver. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

(c) Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

24. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. For any matters not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Nassau County, New York.

25. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement constitutes the entire agreement between you and Company regarding the subject matter hereof and supersedes all prior agreements and understandings.

(b) Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

(c) Waiver. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

(d) Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction.

(e) Notices. We may provide notices to you via email, posting on the Platform, or other reasonable means. Notices to us must be sent to 418 Broadway, STE N, Albany, NY, 12207

(f) Force Majeure. We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control.

(g) Independent Contractors. The parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.

BY CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.