This Master Terms of Service ("Agreement") is a binding agreement between Buildsoft LLC, doing business as Subplot.ai ("Provider," "we," "us") and the person or entity agreeing to these terms ("Client," "you").

1. The Service, Plans and Orders

Incorporation by Reference: This Agreement governs your use of our outbound prospecting platform (the “Service”). Your specific service plan, including its features, usage limits (the "Subscription Plan"), and associated fees, are detailed on our Pricing page and in the order confirmation you receive upon checkout ("Your Order"). The details of your Subscription Plan and Your Order are hereby incorporated by reference into this Agreement.

Usage Metrics and Limits: Your Subscription Plan is subject to usage limits, which are measured per monthly billing cycle. If you exceed your usage limits, we reserve the right to charge overage fees, require an upgrade of your Subscription Plan, or throttle service access until the next billing cycle. Unused monthly allocations do not roll over.

Changes to Plans: We may update our service offerings and Subscription Plans from time to time. If we make a material adverse change to your plan during your subscription term, we will provide at least 30 days' notice. You will then have the option to terminate the agreement or continue under the existing terms until your next renewal.

Upgrades and Downgrades: You may change your Subscription Plan at any time. Upgrades are effective immediately and will be billed on a prorated basis. Downgrades become effective at the start of your next billing cycle.

2. Fees, Payment, and Renewal

• Fees: You agree to pay all fees specified in Your Order. All payments are due in advance for each billing period and are non-refundable, except as required by law or specified herein.
• Auto-Renewal: Your subscription will automatically renew for periods equal to your initial term unless you cancel prior to the renewal date through your account settings.
• Disputes: Any billing disputes must be raised in writing within 30 days of the invoice date.

3. Client Responsibilities

• Provide accurate information and timely feedback.
• Maintain account security (strong passwords, no sharing credentials).
• Use the Service in compliance with all applicable laws (e.g., CAN-SPAM, GDPR, CASL, TCPA).
• Obtain any required consents and include proper opt-outs in outreach.
• No use of deceptive sender identities.

4. License & Restrictions

• Provider grants Client a limited, non-exclusive, non-transferable license to use the Service for internal business purposes.
• You may not: resell or redistribute data; scrape, reverse engineer, benchmark, or develop competing products from the Service; bypass rate limits; or use the Service to send unlawful or abusive content.
• Beta features are provided “as-is” with no warranties.

5. Third-Party Services

• The Service may integrate with third-party products (e.g., LinkedIn, domain registrars, AWS). Provider is not responsible for changes, interruptions, or limitations caused by such services.
• Provider may discontinue integrations without liability.

6. Data & Privacy

• You own all Submitted Data. You grant Provider the right to process it to deliver and improve the Service.
• Provider retains all rights to its platform, tools, and output data.
• Provider does not sell personal information.
• Privacy Policy: https://www.subplot.ai/privacy-policy

7. Confidentiality

Both parties will protect each other's confidential information with at least the same degree of care used for their own.

8. Disclaimers & Limitation of Liability

• The Service is provided “as-is” without warranties of specific results.
• Provider's total liability under this Agreement will not exceed the total fees paid in the three (3) months preceding the claim.
• Provider is not liable for indirect, incidental, or consequential damages.

9. Termination

• Either party may terminate for material breach with 14 days' written notice if uncured.
• Provider may terminate immediately for unlawful use or abuse of the Service.
• Upon termination, access ends immediately.

10. Legal Terms

• Arbitration & Class Waiver: Disputes will be resolved by binding arbitration in New York County, New York, except small claims court. No class or representative actions. Opt-out by written notice within 30 days of signing to michael@subplot.ai.
• Governing Law: New York, without regard to conflict of laws.
• Force Majeure: Neither party liable for delays beyond reasonable control.
• Assignment: Provider may assign this Agreement; Client may not without consent.