Last Updated: September 9th, 2025

DEFINITIONS

“Company,” “Integrate,” “we,” “us,” “our”: Integrate, LTD, a company organized under the laws of the Cayman Islands, with its principal office at 30982 Seven Mile Beach, Grand Cayman, KY1-1204.

“Client,” “you,” “your”: The business or individual purchasing Services from Integrate.

“Affiliate”: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Authorized Users”: Client’s employees and contractors who are authorized by Client to access the Platform under Client’s account and are bound by obligations no less protective than this Agreement.

“Platform”: The Integrate‑branded software services (related tools, integrations, and features), including any white‑label implementations.

“Services”: Access to the Platform and any professional services provided by Integrate (e.g., SEO, PPC, social media, content, email, web design, consulting).

“Deliverables”: Work product produced under a Statement of Work or package (e.g., copy, creative, ad setups, automations).

“Final Work”: Accepted Deliverables after completion.

“Client Content”: Materials provided by Client (e.g., data, images, copy, brand assets).

“Third‑Party Materials”: Licensed or purchased assets from external providers (e.g., stock media, fonts, APIs, open‑source components) subject to their respective licenses.

“Tools” and “Background IP”: Pre‑existing or newly developed utilities, templates, scripts, frameworks, methodologies, configurations, and know‑how owned by Integrate and used to provide Services but not delivered as Final Work except as embedded.

“Beta Features”: Pre‑release or experimental features identified as beta, preview, or similar.

“Agreement”: These Terms & Conditions together with any SOW, Order Form, or addenda.

ORDER OF PRECEDENCE In the event of conflict, the following order governs: (1) an Order Form or SOW that expressly overrides these Terms, (2) these Terms & Conditions, (3) plan descriptions/“Schedule A”, and (4) any policies referenced herein.

INTRODUCTION These Terms govern your use of our Services and Platform. By accessing or using the Services, you agree to this Agreement. The Services are provided to business users only.

SERVICES PROVIDED We may provide:

Access to the Integrate Platform with features such as CRM, pipelines, automations, email/SMS, funnels, calendars, reporting, and integrations;

SEO, PPC, social media, content marketing, email marketing, web design/development;

Business and technical consulting.

Specific scope, pricing, and timelines are defined in a Statement of Work (SOW), Order Form, or plan description (“Schedule A”). Any change in scope, timeline, or fees must be documented in a written change order executed by both parties (email suffices).

ACCOUNT SETUP AND CLIENT RESPONSIBILITIES Client agrees to:

Provide timely, accurate inputs, approvals, and access credentials required for setup and delivery; provide assets prior to production (e.g., logos, copy, brand guidelines).

Approve or provide written, specific revisions to Deliverables within 3 business days of delivery unless otherwise agreed. Deliverables conforming to SOW specifications will be deemed accepted upon the earliest of: (i) written acceptance; (ii) Client’s first productive use; or (iii) 3 business days after delivery without written, specific, and verifiable rejection.

Maintain lawful use of Services and accurate contact/billing information; ensure its Authorized Users comply with this Agreement; and remain responsible for all actions under its accounts.

Fund licensing for any required third‑party assets (stock, fonts, hosting, phone/SMS credits, email sending, API usage).

Warrant that Client Content does not infringe rights or violate laws (privacy, anti‑spam/consent, IP, advertising, consumer protection) and assume responsibility for proofreading and final use of content, campaigns, and automations.

Prohibited Use: Do not use the Services for illegal, harmful, deceptive, defamatory, misleading, or infringing content; no harvesting of contacts, spoofing sender IDs, or attempts to circumvent carrier rules; no high‑risk use (e.g., life support, emergency systems).

Cooperation and Delays: If Client delays inputs/approvals, timelines automatically extend; milestones may be launched with available content/configurations and are deemed accepted if launched with no objection after 3 business days. Fees are not reduced due to Client delays.

PAYMENT TERMS

Fees: As stated in Schedule A (plan, SOW, or Order Form).

Taxes and Withholding: Fees are exclusive of all taxes, duties, levies, or similar governmental assessments (including VAT/GST/Sales/Withholding). Client is responsible for such taxes, excluding taxes based on Integrate’s net income. If withholding applies, Client will gross‑up payments so Integrate receives the amounts it would have received absent withholding.

Currency and Charges: Unless otherwise stated, fees are in USD and payable by ACH/credit card. FX and bank/processor fees are Client’s responsibility.

Billing Date: Payments are due on the 28th of each month unless otherwise stated.

Payment Methods; Stored Credentials; Recurring Authorization: Client authorizes Integrate and its payment service providers to securely store Client’s payment method credentials (including card details tokenized by the gateway) and to automatically charge recurring subscription fees, usage charges, taxes, and any other amounts due under this Agreement on or after each Billing Date and when otherwise due. Client represents it is authorized to use the provided payment method. Client provides recurring payment authorization for variable amounts reflecting plan fees, usage‑based charges, taxes, and approved change orders.

Payment Retries; Dunning: If a charge is declined, Client authorizes Integrate to reattempt charges and to use updated card information made available through network account updater services. Integrate may apply reasonable dunning procedures and suspend Services after 7 days’ notice for overdue amounts. If automatic charging is unavailable, Integrate may issue an invoice payable within net 7 days unless otherwise stated.

Disputed Amounts: Client must notify Integrate within 10 days of invoice of any disputed amounts with reasonable detail. Undisputed amounts remain payable by the due date.

Late Payment: Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Integrate may suspend Services for amounts overdue by more than 7 days after notice. A reasonable reactivation fee may apply.

Chargebacks: Chargebacks without prior dispute notice under the “Disputed Amounts” process may result in immediate suspension. Client is responsible for resulting bank/processor fees.

Usage‑Based Costs: Client is responsible for pass‑through usage (e.g., SMS/voice/email credits, API charges, ad spend).

Price Changes: For month‑to‑month terms, Integrate may adjust fees on 30 days’ notice; annual plans may adjust on renewal. Annual indexation of up to the greater of 5% or CPI‑U is permitted unless otherwise stated.

Payment Processing Providers: Card payment processing is provided by third parties, including Authorize.net (gateway) and Butterfield Bank (acquirer), or their affiliates and sub‑processors (collectively, “Payment Processors”). Client agrees to comply with applicable Payment Processor terms and any onboarding, verification (KYC), and underwriting requirements. Integrate does not control and is not responsible for Payment Processors’ availability, performance, or decisions (including declines, holds, or reserves).

E‑COMMERCE AND PAYMENT PROCESSING

Merchant of Record; Platform Role: Unless expressly stated in an Order Form/SOW, Client is the merchant of record for transactions with its end customers and is solely responsible for pricing, product/service fulfillment, refunds, chargebacks, sales/indirect taxes, and compliance with consumer, card network, export, and sanctions laws. The Platform may provide integrations to Payment Processors, checkout components, or order/coupon tools, provided as‑is. Integrate is not a marketplace or reseller and does not assume Client’s obligations to its customers.

"PCI‑DSS; Security: Integrate will not store, transmit, or process raw cardholder data (including full Primary Account Number (PAN) or sensitive authentication data such as CVV) on its systems. Cardholder data shall be captured and tokenized directly by the Payment Processor(s). Each party will comply with applicable PCI‑DSS obligations to the extent it handles, transmits, or can otherwise impact the security of cardholder data or the Cardholder Data Environment (CDE). Where Client uses checkout pages, payment forms, or APIs under Client’s control, Client is responsible for implementing and maintaining PCI‑compliant integrations and for completing any required Self‑Assessment Questionnaire (SAQ) or other assessments with its acquiring bank or Payment Processor. Client is responsible for the security of payment data it collects or processes outside of the Platform, including on its own websites, devices, or networks. Payment Processor(s) used by Integrate and Client must maintain PCI‑DSS compliance and provide attestations of compliance (e.g., AoC or ROC) upon reasonable request. All transmission of cardholder data must use strong transport encryption (TLS 1.2 or later) and parties shall cooperate in forensic investigations, regulatory inquiries, and breach notifications relating to cardholder data."

Taxes; Risk; Chargebacks; Reserves: Client is responsible for assessing, collecting, reporting, and remitting any applicable sales, VAT/GST, or other indirect taxes on its transactions and for configuring tax settings. Client remains responsible for chargeback risk, fraud screening decisions, and any associated fees, fines, assessments, retrievals, or network penalties. Integrate may pass through any such amounts debited by Payment Processors. Payment Processors may place holds or reserves on funds; Integrate is not liable for such actions.

Stored Credential Compliance: Client consents to the storage of its payment credentials for recurring billing in compliance with card brand Stored Credential Transaction rules and will promptly update expired or replaced payment methods.

End‑Customer Disclosures: Client will ensure its end‑customer terms, privacy notice, and checkout disclosures meet applicable legal and card network requirements, including clear recurring billing consent language, refund policy, and contact information. Client will not surcharge or assess fees except as permitted by law and card network rules.

TERM AND TERMINATION

Term: Unless an Order Form/SOW specifies a fixed term, this Agreement renews month‑to‑month until terminated.

Termination for Convenience: Either party may terminate a month‑to‑month plan on 30 days’ written notice, effective at the end of the next billing cycle. Fixed‑term SOWs are not terminable for convenience unless expressly stated in the SOW.

Termination for Cause: Either party may terminate for uncured material breach after 15 days’ written notice (5 days for payment breaches). We may also suspend or terminate for unlawful use, abuse, or breach of this Agreement.

Effect of Termination; Offboarding: Client must pay all fees due through the effective termination date, including usage charges. The license to the Platform automatically terminates upon termination of the applicable subscription. Provided the account is in good standing, Integrate will make available a standard export of Client‑owned data from the Platform for 30 days after termination via available export tools. Additional or custom export/transition assistance is billed at professional services rates.

Survival: Fees accrued; Software License Restrictions; IP & Assignment; Confidentiality; Data Protection; E‑Commerce and Payment Processing; Warranty Disclaimer; Limitation of Liability; Indemnification; Publicity (subject to opt‑out); Governing Law/Disputes; Compliance; and General survive termination.

INTELLECTUAL PROPERTY & ASSIGNMENT

Final Work: Upon full and final payment, Integrate assigns to Client all right, title, and interest in the Final Work specifically created for Client, excluding Tools, Background IP, and Third‑Party Materials, which remain owned by their respective owners. To the extent moral rights cannot be assigned, Integrate waives (or agrees not to assert) such rights to the maximum extent permitted by law.

Tools and Background IP: Integrate retains ownership of Tools, templates, frameworks, scripts, methodologies, configurations, and know‑how. Integrate grants Client a non‑exclusive, non‑transferable, non‑sublicensable license to use any Tool elements embedded in Final Work solely as incorporated therein for Client’s internal business purposes.

Client Content: Client grants Integrate a non‑exclusive license to use Client Content solely to perform the Services.

Third‑Party/Open Source Materials: Deliverables may include Third‑Party or open‑source components subject to their licenses; Client’s use is conditioned on compliance with those terms.

SOFTWARE LICENSE AND USE

License Grant: During an active paid term, Integrate grants a limited, non‑exclusive, non‑transferable, revocable license to access and use the Platform for Client’s internal business.

Restrictions: Client shall not copy, modify, reverse engineer, resell, sub‑license, or create derivative works of the Platform; shall not interfere with operations or attempt to access source code; and shall comply with all applicable laws, carrier rules, and anti‑spam/consent requirements.

Acceptable Use; Communications Compliance: Client is solely responsible for obtaining, recording, and honoring valid consent for SMS/email/voice communications and complying with: (i) US laws and guidelines including TCPA, Telemarketing Sales Rule, CAN‑SPAM, CTIA/A2P 10DLC, and carrier policies; (ii) UK GDPR and PECR; (iii) EU GDPR where applicable; (iv) Canada’s CASL if sending to Canadian recipients; and (v) Cayman, Jamaican, and other local telecommunications and data protection requirements in the recipients’ jurisdictions. Client must maintain records of consents and opt‑outs, promptly honor STOP/UNSUBSCRIBE requests, and configure campaigns to comply with time‑of‑day/quiet hours rules where applicable. Client is responsible for required sender registrations (e.g., US A2P 10DLC, toll‑free verification, brand/campaign registrations) and associated fees. Integrate may assist as a facilitator but does not guarantee approval.

Ownership: All rights in the Platform (including any white‑label implementation) remain with Integrate and its licensors.

Usage Limits; Anti‑Abuse: Integrate may apply reasonable usage/rate limits, content filtering, throttling, or blocking to preserve system performance, sender reputation, or policy compliance.

Suspension/Revocation: Access may be suspended or revoked for nonpayment, abuse, policy violations, or breach of this Agreement.

ACCEPTANCE & REVISIONS Deliverables conforming to SOW specifications are deemed accepted as stated above. Requests beyond scope require written approval and may be billed at our then‑current rates. If your plan/SOW includes revision rounds, they are limited to the number specified; additional revisions are out‑of‑scope.

NON‑CIRCUMVENTION; NON‑SOLICITATION During the Term and for 12 months thereafter, Client shall not directly or indirectly solicit for employment or engagement Integrate’s personnel, contractors, subcontractors, or vendors introduced during this engagement, except via general solicitations not targeted at such individuals. If breached, Client will pay liquidated damages equal to 30% of the individual’s first‑year compensation (a reasonable estimate of harm, not a penalty).

CONFIDENTIALITY Each party will keep confidential information secret and use it only to fulfill obligations hereunder, except where disclosure is required by law or with prior written consent. Confidential Information excludes information that: (a) is or becomes public without breach; (b) was known without restriction; (c) is independently developed without use of the other party’s Confidential Information; or (d) is rightfully received from a third party. A party may disclose Confidential Information when legally compelled, after providing prompt notice (where lawful) and cooperating to seek protective treatment. Breach may cause irreparable harm; the non‑breaching party may seek injunctive relief in addition to other remedies.

DATA PROTECTION; PAYMENTS DATA; COMMUNICATIONS COMPLIANCE

Roles: For personal data that Client inputs into the Platform or instructs Integrate to process, Client is the “controller” (or equivalent) and Integrate is the “processor”/“service provider.” For Integrate’s own business records (e.g., billing, account management), Integrate is an independent controller.

DPA: The parties incorporate by reference Integrate’s Data Processing Addendum (including the EU SCCs and UK IDTA/UK Addendum, as applicable) available at [DPA link], which controls in case of conflict regarding personal data processing. For Cayman data subjects, Integrate complies with the Cayman Data Protection Act (DPA 2017). Integrate will act as a “service provider”/“processor” under US state privacy laws (e.g., CCPA/CPRA) and will not sell or share personal information except as permitted by those laws and the DPA.

Security: We implement reasonable administrative, technical, and physical safeguards (e.g., encryption at rest/in transit where applicable, access controls, monitoring). Integrate will notify Client without undue delay after becoming aware of a confirmed personal data breach affecting Client data, providing information reasonably available for Client’s compliance obligations.

Payments Data; PCI‑DSS: Payment card data is captured and tokenized by Payment Processors; Integrate does not store raw cardholder data. Each party will comply with applicable PCI‑DSS obligations to the extent they handle or can impact the security of cardholder data. Where Client controls checkout pages, payment forms, or APIs, Client is responsible for PCI‑compliant implementation and any required SAQ.

Anti‑Spam/Consent: As detailed in Software License and Use.

ACCESSIBILITY Integrate aims for substantial conformance with WCAG 2.1 AA for its public‑facing properties and will use commercially reasonable efforts to address material accessibility issues reported by Client regarding the Platform.

CYBERSECURITY Security is a shared responsibility. Client must implement MFA where available, least‑privilege access, and promptly remove departed users. Client will not conduct penetration tests or security scanning on the Platform without Integrate’s prior written consent. Vulnerabilities may be reported to [security email/url].

WARRANTY DISCLAIMER; PROFESSIONAL SERVICES WARRANTY; BETA

THE SERVICES AND PLATFORM (INCLUDING BETA FEATURES) AND FREE TRIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. Beta Features and free trials may be modified or discontinued at any time and are excluded from any uptime or support commitments.

Professional Services Warranty: Integrate will perform professional services in a professional and workmanlike manner consistent with industry standards. Client’s exclusive remedy for breach is re‑performance of the non‑conforming services, and if Integrate cannot re‑perform, a refund of the portion of fees paid for the non‑conforming services.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR LIABILITIES THAT CANNOT BE LIMITED BY LAW (INCLUDING FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, AND FRAUD), IN NO EVENT SHALL INTEGRATE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO INTEGRATE UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, PER CLAIM AND IN THE AGGREGATE.

THE FOREGOING CAP DOES NOT APPLY TO CLIENT’S PAYMENT OBLIGATIONS, CLIENT’S BREACH OF LICENSE RESTRICTIONS OR ACCEPTABLE USE, OR INDEMNIFICATION OBLIGATIONS.

INDEMNIFICATION

By Client: Client will defend, indemnify, and hold harmless Integrate, its officers, employees, and agents from claims, damages, liabilities, costs, and expenses arising out of: (a) Client Content; (b) Client’s use of the Services; (c) breach of this Agreement; or (d) violation of laws or third‑party rights.

IP Indemnity by Integrate: Integrate will defend and indemnify Client against third‑party claims alleging that Client’s authorized use of the Platform infringes such third party’s intellectual property rights, and will pay damages and costs finally awarded, provided Client promptly notifies Integrate, allows Integrate to control the defense and settlement, and cooperates. If infringement is alleged, Integrate may (at its option): (i) procure rights; (ii) modify the Platform to be non‑infringing; or (iii) terminate the affected access and refund prepaid fees for the terminated portion. This indemnity does not apply to claims arising from combinations not provided by Integrate, Client Content, or use in violation of this Agreement.

PUBLICITY Subject to Client’s reasonable brand guidelines and excluding confidential commercial terms, Integrate may identify Client as a customer and use Client’s name, logo, non‑confidential results, and non‑sensitive Deliverables in portfolios and marketing. Client may opt out by written notice.

GOVERNING LAW; DISPUTES

Governing Law: This Agreement and any non‑contractual obligations arising out of or in connection with it are governed by the laws of the Cayman Islands, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

Negotiation: The parties will first attempt to resolve disputes through good‑faith negotiations for at least 30 days.

Arbitration: Any dispute not resolved may be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. Seat of arbitration: Grand Cayman, Cayman Islands. Language: English.

Injunctive Relief: Either party may seek temporary injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

Consumer Laws: If any mandatory consumer protections apply to a Client classified as a consumer in its jurisdiction, those rights are not excluded to the extent they cannot be waived.

COMPLIANCE; SANCTIONS; EXPORT Each party represents it complies with applicable anti‑bribery and anti‑corruption laws (including the US FCPA and UK Bribery Act), anti‑money laundering, sanctions, and export control laws. Client represents it is not named on, owned or controlled by, or acting on behalf of any person on applicable denied party lists, and will not make the Platform or Services available in violation of such laws.

AVAILABILITY; MAINTENANCE; SUPPORT Integrate will use commercially reasonable efforts to make the Platform available excluding planned maintenance (with reasonable prior notice) and emergency maintenance. No specific uptime SLA applies unless set out in an Order Form/SOW. Any service credits set out in an applicable SLA are Client’s sole remedy for availability issues.

GENERAL

Force Majeure: Neither party is liable for delays/failures beyond reasonable control.

Severability: If any provision is unenforceable, the remainder remains in effect.

No Waiver: Failure to enforce any right is not a waiver.

Assignment: Neither party may assign this Agreement without the other party’s prior written consent, except either party may assign to an Affiliate or in connection with a merger, reorganization, acquisition, or sale of substantially all assets, with notice. Any prohibited assignment is void.

Third‑Party Beneficiaries: No third‑party beneficiaries.

Relationship: The parties are independent contractors; no agency, partnership, or joint venture is created.

Headings: Headings are for convenience only and do not affect interpretation.

Entire Agreement; Amendments: This Agreement and Schedule A constitute the entire agreement and supersede prior discussions. Amendments must be in writing signed by both parties (email suffices) and expressly state an intent to modify this Agreement.

Notices; E‑signatures: Notices may be delivered by email to the contacts on record and are deemed given on transmission if no bounceback is received; legal notices to [email protected] and 30982 Seven Mile Beach, Grand Cyaman, KY1-1204. Electronic signatures and counterparts are valid and binding.

CONTACT Email: [email protected]

By using the Services, you agree to these Terms & Conditions.