Terms of Service

These Terms govern all access to and use of the Service on and after the date above. For subscriptions already in effect before that date, changes to these Terms take effect as provided in Section 24.

This is a legal agreement between SAM AI, Inc., a Delaware corporation with offices at 1460 Broadway, New York, NY 10036 ("Sam.ai," "we," "us," or "our") and the entity or person agreeing to these terms ("Customer," "you," or "your"). It governs your access to and use of the Sam.ai platform, database, applications, APIs, and related services (collectively, the "Service").

By clicking "I agree," executing an Order Form, creating an account, or accessing or using the Service, you agree to be bound by these Terms of Service (the "Terms"). If you are agreeing on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity. If you do not agree, do not access or use the Service.

1. Definitions

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.

1.2 "Authorized User" means an individual employee, contractor, or agent of Customer whom Customer authorizes to use the Service under a licensed seat, and for whom Customer is responsible.

1.3 "Customer Data" means data, records, files, contact lists, CRM records, content, prompts, instructions, templates, and other materials that Customer or its Authorized Users import, upload, connect, sync, or otherwise submit to the Service, and which Customer lawfully possessed independently of the Service. Customer Data expressly excludes Sam.ai Licensed Data and Service Data.

1.4 "Sam.ai Licensed Data" means any and all business contact records, prospect and lead records, company and account records, contact identifiers (including names, business email addresses, business telephone numbers, titles, and professional profile information), firmographic data, technographic data, intent and signal data, relationship graph data, enrichment data, scoring data, ICP match data, and any compilations, selections, arrangements, segments, or derivatives of the foregoing that are sourced from, generated by, surfaced through, appended by, or otherwise made available to Customer by Sam.ai or its data suppliers through the Service. Sam.ai Licensed Data includes records that Sam.ai appends to, enriches, corrects, verifies, or supplements within Customer's records.

1.5 "Service Data" means configuration, telemetry, log, usage, performance, engagement, deliverability, and metadata generated by or in connection with operation of the Service, including records of how the Service is accessed and used.

1.6 "Aggregated De-Identified Data" means data derived from Customer Data, Sam.ai Licensed Data, or Service Data that has been aggregated and de-identified such that it does not identify Customer, any Authorized User, or any natural person, and cannot reasonably be used to do so.

1.7 "AI Features" means features of the Service that use artificial intelligence, machine learning, large language models, or automated agents, including the Sam agentic prospecting engine, personalization, message drafting, summarization, scoring, and appointment-setting features.

1.8 "Output" means content generated by AI Features in response to inputs, including draft messages, summaries, sequences, scores, and recommendations.

1.9 "Order Form" means an ordering document, online checkout confirmation, or subscription plan selection referencing these Terms and specifying the plan, seats, term, and fees.

1.10 "Documentation" means the then-current user guides, help center content, and technical documentation Sam.ai makes generally available for the Service.

2. Order of Precedence and Structure of the Agreement

2.1 These Terms, together with each Order Form, the Sam.ai Privacy Policy, the Data Processing Addendum ("DPA") where applicable, and any written amendment signed by both parties, constitute the entire agreement between the parties (the "Agreement").

2.2 In the event of conflict, the order of precedence is: (a) a mutually executed written amendment or Master Services Agreement; (b) the applicable Order Form; (c) the DPA, solely with respect to processing of personal data; (d) these Terms; (e) the Documentation.

2.3 Any pre-printed or standard terms contained in a Customer purchase order, vendor portal, procurement form, or similar document are void and of no effect, even if signed or acknowledged by Sam.ai, unless expressly agreed in a signed amendment that references this Section.

3. The Service; Accounts, Seats, and Access

3.1 License grant. Subject to Customer's compliance with the Agreement and payment of all fees, Sam.ai grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term for Authorized Users to access and use the Service for Customer's own internal business purposes.

3.2 Seats are named. Each licensed seat is for one identified Authorized User. Login credentials may not be shared, transferred, pooled, rotated among individuals, or used concurrently by more than one person. Sam.ai may enforce this technically and may charge for seats used in excess of those purchased.

3.3 Interface only. Customer will access the Service only through the interfaces, integrations, and APIs that Sam.ai provides for that purpose. Access by any other means, including scripted access, headless browsers, screen scraping, automated harvesting tools, or unauthorized API calls, is prohibited.

3.4 Credentials and security. Customer is responsible for safeguarding all credentials and for all activity occurring under its accounts, whether or not authorized. Customer will notify Sam.ai promptly at legal@sam.ai upon becoming aware of any unauthorized access, credential compromise, or security incident affecting its account.

3.5 Fair use and rate limits. Sam.ai may apply commercially reasonable limits on record views, exports permitted under Section 7, API calls, sending volume, enrichment credits, and compute consumption, and may throttle or suspend usage that materially exceeds normal usage patterns for Customer's plan or that threatens Service stability, security, or deliverability for other customers.

3.6 Changes to the Service. Sam.ai may modify, enhance, or discontinue features of the Service. Sam.ai will not materially decrease the core functionality of the Service during a paid Subscription Term without providing a substantially equivalent replacement or, at Sam.ai's option, a pro-rata refund of prepaid fees for the affected functionality.

4. Subscription Term, Renewal, and Cancellation

4.1 Subscription Term. The initial subscription term is as specified on the Order Form and begins on the subscription start date (the "Initial Term"). If no term is specified, the Initial Term is one (1) month.

4.2 Automatic renewal. THE SUBSCRIPTION AUTOMATICALLY RENEWS for successive periods equal to the then-expiring term unless either party gives written notice of non-renewal in accordance with Section 4.3. Each renewal period, together with the Initial Term, is the "Subscription Term."

4.4 No refunds. Except as expressly stated in the Agreement or required by non-waivable law, all fees are non-refundable, and fees are payable whether or not Customer or its Authorized Users actively use the licensed seats or the Service.

4.5 Adding seats. An authorized administrator designated by Customer may add seats or modules through the Service or by executing an additional Order Form. Added seats are billed at the then-current rate, co-terminate with the existing Subscription Term, and are subject to these Terms. Seat counts may not be decreased mid-term.

5. Fees, Billing, Taxes, and Non-Payment

5.1 Fees. Customer will pay all fees specified on the applicable Order Form. Unless otherwise stated, fees are billed in advance on the monthly or annual anniversary of the subscription start date.

5.2 Payment authorization. Customer authorizes Sam.ai and its payment processors to charge Customer's designated payment method for all fees when due, including renewal fees, added seats, overages, and applicable taxes, and to retain and update payment instrument information.

5.3 Late payment. Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law, from the due date until paid. Customer will reimburse Sam.ai for reasonable costs of collection, including attorneys' fees.

5.4 Disputed invoices. Customer must notify Sam.ai in writing of any good-faith billing dispute within thirty (30) days of the invoice date, specifying the disputed amount and basis. Undisputed amounts remain payable. Amounts not disputed within that period are deemed accepted. Customer will not initiate a chargeback or payment reversal without first following this process.

5.5 Taxes. Fees are exclusive of all taxes. Customer is responsible for all sales, use, VAT, GST, excise, withholding, and similar taxes and duties, excluding taxes on Sam.ai's net income. If Sam.ai is required to collect such taxes, they will be invoiced to Customer.

5.6 Price changes. Sam.ai may change fees, plan configurations, and usage policies effective as of any renewal term by giving notice at least thirty (30) days before the start of that renewal term.

6. Free Trials, Pilots, Beta Features, and Professional Services

6.1 Trials and pilots. Any trial, pilot, proof of concept, or free tier is provided AS IS, without warranty or support commitment, and may be modified, limited, or terminated by Sam.ai at any time. Data generated during a trial may be deleted if Customer does not convert to a paid subscription.

6.2 Beta features. Features designated as beta, preview, early access, or experimental are provided for evaluation only, are not covered by any service level or warranty, may be discontinued at any time, and should not be used with production-critical workflows. Sam.ai's liability with respect to beta features is capped at one hundred U.S. dollars ($100).

6.3 Professional services. Onboarding, implementation, training, campaign build, and managed services, if purchased, are provided under the applicable Order Form and are billed separately. Deliverables produced under professional services are licensed, not assigned, to Customer for internal use unless expressly stated otherwise in writing.

7. Customer Data — Ownership, License, Export, and Deletion

7.1 Customer owns Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in the Agreement transfers ownership of Customer Data to Sam.ai.

7.2 Limited license to Sam.ai. Customer grants Sam.ai a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and otherwise use Customer Data solely to (a) provide, maintain, secure, and support the Service for Customer; (b) prevent or address technical, security, fraud, or abuse issues; and (c) comply with law. This license terminates when Customer Data is deleted in accordance with Section 7.5, except for backups retained in the ordinary course and archival copies required by law.

7.3 Right to export. Customer may export Customer Data at any time during the Subscription Term through the Service's export functionality or API, in a structured, commonly used, machine-readable format. Sam.ai will not condition, withhold, ransom, or charge a fee for access to Customer Data as a means of enforcing payment or renewal, provided that Sam.ai may suspend access to the Service in accordance with Section 18, and provided further that any export tool will exclude Sam.ai Licensed Data in accordance with Section 8.

7.4 Post-termination export window. For thirty (30) days after expiration or termination of the Subscription Term, Sam.ai will make Customer Data available for export upon written request, provided Customer's account is current on all undisputed fees. Sam.ai may charge a reasonable fee for assisted or custom extraction requested after that window.

7.5 Deletion. Following the export window, Sam.ai will delete or de-identify Customer Data from active production systems within a commercially reasonable period, and from backups in accordance with its standard backup rotation, except where retention is required by law or necessary to establish or defend legal claims.

7.6 Customer warranties regarding Customer Data. Customer represents and warrants on an ongoing basis that (a) it has all rights, consents, permissions, and lawful bases necessary to submit Customer Data to the Service and to permit the processing described in the Agreement; (b) Customer Data does not infringe or misappropriate any third-party right; (c) Customer Data was not obtained in violation of any third-party terms of service, scraping prohibition, confidentiality obligation, or applicable law; and (d) Customer Data does not include, and Customer will not submit, any special categories of data as defined in Section 7.7 unless expressly agreed in writing.

7.7 Prohibited data. Customer will not upload to or process through the Service any: protected health information subject to HIPAA; cardholder data subject to PCI DSS; government-issued identification numbers, including Social Security numbers; financial account credentials; biometric identifiers; precise geolocation of individuals; data of known minors under sixteen (16); consumer credit information; or data subject to ITAR, EAR controls, or classified government regulation. The Service is not designed or certified for such data, and Sam.ai disclaims all liability arising from Customer's submission of it.

8. Sam.ai Licensed Data — Ownership, Permitted Use, and Export Restrictions

8.1 Ownership. As between the parties, Sam.ai and its data suppliers own and retain all right, title, and interest in and to the Sam.ai Licensed Data, including all copyright, database rights, sui generis database rights, trade secret rights, and rights in the compilation, selection, verification, arrangement, scoring, and enrichment of that data. Sam.ai Licensed Data is Sam.ai Confidential Information and constitutes a substantial investment by Sam.ai in obtaining, verifying, and presenting the contents of its database.

8.2 Sam.ai Licensed Data is licensed, not sold. Customer receives no ownership interest in Sam.ai Licensed Data. Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Sam.ai Licensed Data solely within the Service, solely during the Subscription Term, and solely for the Permitted Uses in Section 8.3.

8.3 Permitted Uses. Customer and its Authorized Users may use Sam.ai Licensed Data only to:

• identify, research, and evaluate prospective business contacts for Customer's own internal business development purposes;
• conduct lawful, compliant business-to-business outreach to those contacts through the Service or through channels connected to the Service;
• record within the Service the results of that outreach, including notes, statuses, and engagement history; and
• view, sort, filter, and segment records within the Service interface.

8.4 Export and extraction restrictions. Except as expressly permitted in Section 8.5, Customer will not, and will not permit any Authorized User, Affiliate, agent, contractor, or third party to:

• export, download, copy, extract, transfer, print, screenshot in bulk, or otherwise remove Sam.ai Licensed Data from the Service;
• replicate, mirror, sync, or push Sam.ai Licensed Data into any external customer relationship management system, marketing automation platform, data warehouse, spreadsheet, database, data lake, file store, or other repository;
• access Sam.ai Licensed Data through any automated means not expressly authorized, including scraping, crawling, bots, headless browsers, macros, browser extensions, or unauthorized API calls;
• sell, license, sublicense, rent, lease, lend, syndicate, broker, distribute, publish, disclose, share, or otherwise make Sam.ai Licensed Data available to any third party, whether or not for consideration;
• use Sam.ai Licensed Data to create, populate, seed, verify, validate, enrich, benchmark, or improve any other database, list, product, or service, including any product or service that competes with the Service;
• use Sam.ai Licensed Data to train, fine-tune, ground, embed, index, or otherwise develop any machine learning model, large language model, vector database, or artificial intelligence system;
• reverse engineer, decompile, or attempt to derive the source, methodology, scoring logic, match logic, or supplier composition of the Sam.ai Licensed Data or the Service; or
• remove, obscure, or alter any proprietary notice, watermark, record identifier, or tracking marker embedded in Sam.ai Licensed Data.

8.5 Limited operational carve-outs. Notwithstanding Section 8.4:

(a) Converted Contacts. Where Customer has, through use of the Service, established a bona fide business relationship with an individual contact — meaning the contact has replied to Customer, met with Customer, entered into or negotiated a transaction with Customer, or otherwise affirmatively engaged — Customer may retain and use that individual contact record in its own systems for the ongoing management of that relationship, including after termination. This carve-out is limited to the individual contact records so converted, does not extend to any list, segment, or bulk selection, and does not relieve Customer of the prohibitions on resale, redistribution, model training, or competitive use in Section 8.4.

(b) Independent Source. Nothing in this Section restricts Customer's use of information that Customer (i) lawfully possessed before it was surfaced through the Service and can evidence as such, (ii) independently obtains from a source other than the Service without reference to the Service, or (iii) is generally and lawfully available to the public. Customer bears the burden of demonstrating independent source by contemporaneous written records.

(c) Legal compliance. Customer may retain Sam.ai Licensed Data to the limited extent required by applicable law, litigation hold, or regulatory obligation, for so long as that requirement persists, subject to continuing confidentiality obligations.

8.6 Commingling. If Customer commingles Sam.ai Licensed Data with Customer Data, the restrictions of this Section continue to apply to the Sam.ai Licensed Data components. Commingling does not convert Sam.ai Licensed Data into Customer Data, and Customer's export rights under Section 7.3 do not extend to commingled Sam.ai Licensed Data. Customer will maintain reasonable records sufficient to distinguish the two.

8.7 Effect of termination. Upon expiration or termination of the Subscription Term, Customer's license to Sam.ai Licensed Data terminates immediately. Customer will, within thirty (30) days, cease all use of Sam.ai Licensed Data and permanently delete all copies in its possession or control, other than as permitted under Section 8.5, and will certify deletion in writing upon Sam.ai's request.

8.8 Enforcement. Customer acknowledges that a breach of this Section would cause Sam.ai irreparable harm for which monetary damages would be an inadequate remedy, and that Sam.ai is entitled to seek injunctive and equitable relief, without the necessity of posting a bond or proving actual damages, in addition to all other remedies. Sam.ai may embed non-functional watermark, canary, or seed records in Sam.ai Licensed Data for the sole purpose of detecting unauthorized extraction or redistribution, and Customer consents to that practice.

8.9 No FCRA use. Sam.ai is not a consumer reporting agency, and Sam.ai Licensed Data is not a consumer report, investigative consumer report, or consumer file as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or any analogous state law. Customer will not use Sam.ai Licensed Data, in whole or in part, as a factor in establishing an individual's eligibility for credit or insurance, employment or contractor engagement, tenant or housing screening, government licensing or benefits, or any other purpose enumerated in the FCRA. Customer will not use the Service in any manner that violates the Fair Housing Act, the Equal Credit Opportunity Act, Title VII, the ADA, the ADEA, or any other anti-discrimination law, including by targeting, excluding, or segmenting audiences on the basis of a protected characteristic.

8.10 Business-to-business scope. Sam.ai Licensed Data is compiled and licensed for business-to-business use. Customer will not use it for consumer marketing, consumer solicitation, or any purpose directed at individuals in their personal or household capacity.

9. Service Data, AI, and Machine Learning Training

9.2 Customer-specific processing is permitted. Section 9.1 does not restrict Sam.ai from processing Customer Data within Customer's own tenant to deliver the Service to Customer, including personalization, scoring, retrieval, summarization, matching, and generation of Outputs for Customer. Any model artifacts, embeddings, indexes, or weights derived from Customer Data for Customer's benefit are maintained logically separated from other customers' environments and are deleted in accordance with Section 7.5.

9.3 What we do train on. Customer acknowledges and agrees that Sam.ai may use the following to develop, train, test, tune, evaluate, and improve the Service and its models:

• Sam.ai Licensed Data, which Sam.ai owns or licenses;
• Service Data, including usage, engagement, deliverability, and performance signals;
• Aggregated De-Identified Data; and
• data lawfully obtained from third-party suppliers and public sources.

9.4 Aggregated insights. Sam.ai may compile, publish, and commercialize Aggregated De-Identified Data, including benchmarks, response-rate statistics, and industry trend reporting, provided that such data does not identify Customer, any Authorized User, or any natural person, and is not presented in a manner that permits re-identification. Sam.ai owns all Aggregated De-Identified Data and all derivative statistics and models.

9.5 Third-party model providers. The Service may route inputs to third-party model providers under agreements that prohibit those providers from using Customer inputs to train their own general-purpose models. A current list of subprocessors and model providers is available on request or at the URL identified in the DPA.

9.6 Opt-in improvement programs. Sam.ai may from time to time offer Customer the option to contribute Customer Data to model improvement in exchange for stated benefits. Any such contribution requires Customer's separate, affirmative, written opt-in and may be withdrawn prospectively at any time.

10. AI Features, Outputs, and Human Oversight

10.1 Ownership of Outputs. As between the parties, and subject to Sections 8 and 10.2, Customer owns the Outputs generated for Customer through AI Features, and may use them for its internal business purposes and outreach. To the extent Sam.ai holds any right in Outputs, Sam.ai assigns it to Customer, excluding any Sam.ai Licensed Data, Service components, templates, or pre-existing Sam.ai intellectual property incorporated in them.

10.2 Non-uniqueness. Outputs are probabilistic. Sam.ai may generate identical or similar Outputs for other customers, and Customer's ownership under Section 10.1 does not extend to Outputs independently generated for others.

10.3 No guarantee of accuracy. AI-generated Outputs and enrichment data may be inaccurate, incomplete, outdated, or misleading, and may contain fabricated details. Sam.ai does not warrant the accuracy, currency, completeness, deliverability, or fitness of any Output or of any Sam.ai Licensed Data record.

10.4 Human review required. Customer is solely responsible for reviewing, verifying, approving, and taking responsibility for all Outputs before they are sent, published, relied upon, or acted upon. Customer will not rely on AI Features as the sole basis for any legally or financially significant decision, and will not use the Service to make automated decisions producing legal or similarly significant effects concerning an individual.

10.5 Not professional advice. The Service does not provide legal, financial, tax, investment, real estate brokerage, employment, or other professional advice.

10.6 No guarantee of results. Sam.ai makes no representation or warranty regarding the number of meetings booked, replies received, leads generated, deals closed, pipeline created, or revenue or return on investment achieved. Any figures in marketing materials, case studies, or proposals are illustrative and are not commitments.

11. Customer Compliance Obligations for Outreach

11.1 Customer is the sender. As between the parties, Customer is the sender, initiator, and, where applicable, the data controller of all outbound communications transmitted through or scheduled by the Service. Sam.ai acts as a technology provider and, where applicable, a processor acting on Customer's instructions.

11.2 Compliance. Customer will comply, and will ensure its Authorized Users comply, with all laws applicable to its outreach, including as applicable: the CAN-SPAM Act; the Telephone Consumer Protection Act and FCC implementing rules; federal and state do-not-call and telemarketing registration requirements; state telephone solicitation statutes, including Florida's FTSA and Oklahoma's TCPA analogue; CASL; the UK PECR and Data Protection Act; the EU GDPR and ePrivacy Directive; the CCPA/CPRA and other U.S. state privacy statutes; and applicable wiretap, call-recording, and consent-to-record laws.

11.3 Specific obligations. Without limiting Section 11.2, Customer will:

• accurately identify itself and its business in all communications;
• include a functioning opt-out or unsubscribe mechanism and a valid physical postal address in commercial email;
• honor opt-out, unsubscribe, do-not-contact, and deletion requests promptly and across all channels;
• maintain and apply suppression lists;
• not send to recipients who have opted out;
• not use false or misleading headers, sender names, or subject lines;
• obtain any consent required by law before contacting a recipient; and
• maintain records sufficient to demonstrate compliance.

11.4 Data subject requests. Customer will handle data subject and consumer rights requests relating to its outreach. If a request is received by Sam.ai concerning Customer's processing, Sam.ai will refer it to Customer and cooperate reasonably as described in the DPA.

11.5 Sending infrastructure. Customer is responsible for the configuration, authentication, warm-up, reputation, and standing of its own sending domains, mailboxes, and phone numbers, including SPF, DKIM, and DMARC records. Sam.ai does not warrant inbox placement or delivery and is not responsible for spam classification, blocklisting, domain reputation damage, carrier filtering, or provider-imposed sending limits.

11.6 Regulated industries and sector-specific compliance

11.6.1 Customer's sole responsibility. Customer acknowledges that Sam.ai is a general-purpose technology provider and is not a regulated financial institution, broker-dealer, investment adviser, insurance producer, mortgage lender or originator, covered entity or business associate under HIPAA, healthcare provider, real estate brokerage, law firm, consumer reporting agency, or debt collector, and does not act in any such capacity. Sam.ai does not supervise, review, approve, monitor, or endorse Customer's communications.

11.6.2 Sector-specific laws. Where Customer operates in, markets to, or transacts within a regulated industry, Customer is solely responsible for its own compliance with all laws, rules, regulations, licensing requirements, and self-regulatory organization standards applicable to it and to its communications, including as applicable:

• Financial services and securities: FINRA Rules 2210 (communications with the public), 2111, 3110 (supervision), and 4511 (books and records); SEC Rules 17a-3 and 17a-4; the Investment Advisers Act marketing rule (Rule 206(4)-1); Regulation S-P and Regulation S-ID; the Gramm-Leach-Bliley Act; and state securities and blue-sky advertising rules.
• Healthcare and life sciences: HIPAA and the HITECH Act, including restrictions on marketing communications and the requirement for authorizations; the federal Anti-Kickback Statute; the Sunshine Act; FDA promotional and off-label communication rules; and state health privacy and telehealth statutes.
• Insurance: state insurance advertising, licensing, replacement, and unfair trade practice regulations, and NAIC model rules as adopted.
• Lending, mortgage, and consumer finance: the Truth in Lending Act and Regulation Z advertising provisions; RESPA; ECOA and Regulation B; the FCRA and its firm-offer-of-credit rules; UDAP and UDAAP prohibitions; and state licensing and advertising requirements.
• Real estate: state real estate license law advertising and solicitation rules; agency disclosure requirements; the Fair Housing Act and state fair housing statutes; and MLS and association rules.
• Legal services: applicable state bar rules governing attorney advertising, solicitation, and unauthorized practice of law.
• Recruitment, staffing, and employment: Title VII, the ADA, the ADEA, the FCRA as applied to background screening, state ban-the-box and salary-history laws, pay transparency requirements, and applicable immigration and worker classification rules.
• Education: Title IV incentive compensation rules and state and federal restrictions on student recruitment practices.
• Cannabis, firearms, gambling, adult products, cryptocurrency and digital assets, nutraceuticals, and other restricted or age-gated categories: all applicable federal, state, and local restrictions on advertising, solicitation, and cross-border promotion.

11.6.3 Licensure and registration. Customer represents and warrants that it, and each Authorized User conducting outreach on its behalf, holds all licenses, registrations, and qualifications required in each jurisdiction where it solicits, and that its use of the Service will not cause it to solicit in a jurisdiction where it is not authorized to do so.

11.6.4 Internal supervision. Customer is solely responsible for implementing any pre-use approval, principal review, disclosure, disclaimer, fair-and-balanced presentation, record-retention, or supervisory workflow that its regulator requires. Customer will not rely on the Service, on AI Features, or on any Sam.ai template, sequence, playbook, or suggested message as satisfying any such requirement. Sam.ai-provided templates and Outputs are drafting aids only, have not been reviewed for regulatory compliance, and must be independently reviewed and approved by Customer before use.

11.6.5 No advice or assurance. No statement by Sam.ai or any Sam.ai employee, contractor, or partner, whether in the Service, Documentation, onboarding, support, training, or marketing materials, constitutes legal, regulatory, or compliance advice, or an assurance that any use of the Service satisfies any regulatory obligation.

11.6.6 Attestation. Upon Sam.ai's written request, Customer will identify the regulated categories in which it operates and provide a written attestation, signed by an officer or compliance principal, confirming that its use of the Service complies with this Section. Sam.ai may condition continued access on receipt of that attestation.

11.6.7 Allocation of liability. Any fine, penalty, censure, consent order, disgorgement, settlement, enforcement action, arbitration award, or private claim arising from Customer's failure to comply with this Section is Customer's sole responsibility and is covered by Customer's indemnity in Section 21.1.

11.7 Global suppression and contact removal

11.7.1 Sam.ai suppression right. Sam.ai may, at any time and in its sole discretion, suppress, restrict, delete, or permanently remove any contact record, company record, domain, or data element from the Sam.ai Licensed Data and from Customer's view within the Service, including where: an individual submits an opt-out, do-not-contact, deletion, or data subject request directly to Sam.ai; a data supplier requires removal; removal is required by law, regulation, court order, or regulatory inquiry; or Sam.ai determines that continued availability of the record presents legal, privacy, deliverability, or reputational risk.

11.7.2 Effect on Customer. Suppression under this Section may occur without prior notice, may remove records already surfaced to or saved by Customer, and does not constitute a defect, non-conformity, or failure of the Service. Customer is not entitled to any refund, credit, extension, fee reduction, or replacement records on account of suppressed records, and record counts, database size figures, and credit allocations are estimates that fluctuate as a result of ongoing suppression, verification, and decay.

11.7.3 Customer obligations on notice of suppression. Upon notice from Sam.ai that a contact has been suppressed, Customer will promptly cease all outreach to that contact through any channel, add the contact to its own suppression list, and delete or permanently suppress the record in any system to which it was permitted to be transferred under Section 8.5. This obligation survives termination.

11.7.4 No circumvention. Customer will not re-import, re-acquire, re-enrich, restore from backup, or otherwise reintroduce a suppressed contact into the Service, and will not use the Service to contact any individual who has opted out of Customer's communications or who appears on any applicable do-not-contact or do-not-call registry.

11.7.5 Direct requests to Customer. Where an individual submits an opt-out, unsubscribe, or deletion request directly to Customer, Customer will honor it under Section 11.3 and, where the request seeks removal from the underlying database rather than solely from Customer's outreach, will promptly forward it to privacy@sam.ai so that Sam.ai may apply global suppression.

11.8 Archiving, retention, and supervisory review

11.8.1 Not a books-and-records system. The Service is not designed, marketed, warranted, or certified as a records retention, archiving, journaling, surveillance, e-discovery, legal hold, or supervisory review system. Customer will not rely on the Service to satisfy any retention, immutability, indexing, or production obligation, including under SEC Rules 17a-3 and 17a-4, FINRA Rules 3110 and 4511, the Investment Advisers Act recordkeeping rules, MiFID II, HIPAA, Sarbanes-Oxley, or any analogous statute, regulation, or litigation hold.

11.8.2 No WORM or immutability warranty. Sam.ai does not warrant write-once-read-many storage, tamper-evidence, non-rewriteable and non-erasable format, third-party access undertakings, audit trail completeness, or timestamp integrity sufficient for regulatory production.

11.8.3 Deletion in the ordinary course. Sam.ai applies standard retention and deletion schedules to messages, logs, activity history, and Service Data, and may delete such data in the ordinary course or upon termination under Sections 7.4 and 7.5. Customer is solely responsible for independently capturing, exporting, and archiving its own records at the required cadence and in the required format, and for maintaining a compliant archiving solution.

11.8.4 Legal hold. Sam.ai has no obligation to implement, monitor, or preserve data pursuant to any litigation hold or preservation notice unless the parties agree to do so in a separate signed writing, which may be subject to additional fees.

11.9 Call recording, voice, and messaging consent

11.9.1 Customer is solely responsible for obtaining all consents required for the recording, monitoring, transcription, or analysis of any telephone call or voice communication conducted through or in connection with the Service, including in jurisdictions requiring the consent of all parties to the communication.

11.9.2 Customer will provide any required disclosure or announcement before recording begins, will maintain evidence of consent, and will comply with applicable federal and state wiretap, eavesdropping, and two-party consent statutes, including the California Invasion of Privacy Act and analogous laws in Florida, Illinois, Massachusetts, Pennsylvania, Washington, and other all-party consent jurisdictions.

11.9.3 For SMS or other mobile messaging, Customer will obtain prior express written consent where required by the TCPA and CTIA guidelines, will register campaigns and comply with 10DLC and carrier requirements, will honor STOP, UNSUBSCRIBE, and equivalent keywords immediately, and will observe applicable quiet-hours and frequency restrictions.

11.9.4 Sam.ai makes no representation that any recording, transcription, or messaging feature is configured to comply with the laws of any particular jurisdiction, and Customer's indemnity in Section 21.1 extends to all claims arising from this Section.

11.10 Sam.ai remedies. Sam.ai may, without liability, suspend or throttle Customer's outbound sending, remove records, or terminate the Agreement if Sam.ai reasonably determines that Customer's activity violates this Section, generates disproportionate complaint or bounce rates, or threatens the deliverability, security, or legal standing of Sam.ai or its other customers.

12. Third-Party Services and Connected Accounts

12.1 Connected accounts. The Service may connect to third-party platforms at Customer's direction, including email providers, calendar systems, CRMs, LinkedIn, and telephony providers. Customer authorizes Sam.ai to access and act on those accounts on Customer's behalf using credentials or tokens Customer supplies.

12.2 Third-party terms. Customer is solely responsible for its compliance with the terms of service, acceptable use policies, automation restrictions, and rate limits of every connected third-party platform. Customer represents that it has the right to grant Sam.ai the access it grants.

12.3 No responsibility for third-party action. Sam.ai does not control third-party platforms and is not responsible for any restriction, throttling, suspension, or permanent ban of Customer's accounts on those platforms, for changes to their APIs or policies, for their availability or security, or for loss of data held by them. Customer assumes all risk associated with automation of connected accounts.

12.4 Third-party components. Portions of the Service may incorporate third-party software, data, or services governed by separate terms. Those components are provided subject to their own licenses, and Sam.ai's warranties and indemnities do not extend to them.

13. Acceptable Use and Prohibited Conduct

Customer will not, and will not permit any person to:

13.1 Use the Service in violation of any law, regulation, court order, or third-party right.

13.2 Upload, transmit, or make available content that is unlawful, defamatory, harassing, threatening, abusive, obscene, sexually explicit, hateful, or that promotes violence or discrimination.

13.3 Impersonate any person or entity, misrepresent an affiliation, spoof or forge headers, or disguise the origin of any communication.

13.4 Transmit malware, ransomware, worms, or other harmful code, or engage in phishing, credential harvesting, social engineering, business email compromise, or fraud.

13.5 Send unsolicited communications in violation of Section 11, or use the Service for spam, chain messaging, multi-level marketing solicitation, or bulk consumer messaging.

13.6 Interfere with, disrupt, probe, penetration-test, stress-test, or attempt unauthorized access to the Service, its infrastructure, or other customers' tenants, or circumvent any access control, usage limit, or security measure.

13.7 Reverse engineer, decompile, disassemble, or attempt to derive source code, model weights, prompts, algorithms, or trade secrets of the Service, except to the extent that restriction is unenforceable under applicable law.

13.8 Copy, frame, mirror, resell, rent, lease, timeshare, sublicense, or operate the Service as a service bureau or on behalf of third parties, or grant access to any person who is not an Authorized User.

13.9 Access the Service for competitive analysis, benchmarking, or to build, assist, or inform a competing product or service, or permit access by an employee, contractor, or agent of a competitor of Sam.ai.

13.10 Use the Service in connection with surveillance, stalking, harassment, doxxing, opposition research targeting private individuals, or any activity that would create a substantial risk of harm to any person.

13.11 Use the Service in a jurisdiction, or on behalf of any person, subject to U.S. embargoes or listed on any U.S. government restricted-party list.

13.12 Use the Service in any manner that violates Sections 8, 9, 10.4, or 11.

Sam.ai may investigate suspected violations and may cooperate with law enforcement. Sam.ai has no obligation to monitor Customer's use, but reserves the right to do so.

14. Intellectual Property; Feedback; Publicity

14.1 Sam.ai IP. The Service, including all software, models, algorithms, prompts, interfaces, workflows, playbooks, templates, scoring logic, Documentation, and Sam.ai Licensed Data, and all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein, are and remain the exclusive property of Sam.ai and its licensors. All rights not expressly granted are reserved. No implied licenses are granted.

14.2 Trademarks. "Sam.ai," "SAM AI," the Sam.ai logo, and associated trade dress are marks of SAM AI, Inc. and may not be used without prior written consent.

14.3 Feedback. If Customer provides suggestions, ideas, enhancement requests, or feedback, Customer grants Sam.ai a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, incorporate, and exploit it without restriction, attribution, or compensation.

14.4 Publicity. Sam.ai may identify Customer as a customer and use Customer's name and logo on its website, in customer lists, and in sales materials, in a manner consistent with Customer's brand guidelines where provided. Customer may withdraw this permission prospectively at any time by written notice to legal@sam.ai. Any case study, testimonial, or quotation requires Customer's prior written approval.

15. Confidentiality

15.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. Sam.ai Licensed Data, the Service, pricing, roadmaps, model architecture, and non-public Documentation are Sam.ai's Confidential Information.

15.2 Obligations. The receiving party will use the disclosing party's Confidential Information only to perform under the Agreement, will protect it with at least reasonable care, and will limit access to personnel and advisors who need it and are bound by confidentiality obligations at least as protective.

15.3 Exclusions. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the Confidential Information.

15.4 Compelled disclosure. A party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt notice where legally permitted and reasonably cooperates in seeking protective treatment.

15.5 Duration. Obligations continue for three (3) years after termination, and indefinitely with respect to trade secrets and Sam.ai Licensed Data.

16. Data Protection and Security

16.1 Security program. Sam.ai maintains a written information security program with administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, appropriate to the nature of the data and the risk.

16.2 DPA. Where Sam.ai processes personal data on Customer's behalf and applicable data protection law requires it, the parties' Data Processing Addendum, available on request at legal@sam.ai, is incorporated by reference and governs that processing.

16.3 Subprocessors. Customer authorizes Sam.ai to engage subprocessors, including cloud hosting, email delivery, enrichment, and model providers, provided Sam.ai imposes obligations substantially similar to those in the DPA and remains responsible for their performance.

16.4 Incident notification. Sam.ai will notify Customer without undue delay after becoming aware of a confirmed security breach affecting Customer Data in Sam.ai's custody, and will provide information reasonably available to it regarding the nature of the incident and remediation steps. Notification is not an acknowledgment of fault or liability.

16.5 Shared responsibility. Customer is responsible for the security of its own endpoints, credentials, connected accounts, and internal access controls, for promptly deprovisioning departed Authorized Users, and for configuring the Service appropriately for its risk profile.

17. Audit and Verification

17.1 Records. Customer will maintain accurate records of its use of the Service and of its handling of Sam.ai Licensed Data sufficient to verify compliance with Sections 8, 9, and 13.

17.2 Audit right. Upon reasonable written notice, not more than once in any twelve (12) month period absent reasonable suspicion of breach, Sam.ai or an independent auditor bound by confidentiality may examine those records and Customer's relevant systems during normal business hours to verify compliance. Sam.ai bears the cost of the audit unless it reveals material non-compliance, in which case Customer bears reasonable audit costs in addition to any underpaid fees and other remedies.

17.3 Technical verification. Customer acknowledges that Sam.ai may employ technical measures, including the seed and watermark records described in Section 8.8 and anomalous-access detection, to identify unauthorized extraction, and consents to those measures.

18. Suspension

18.1 Sam.ai may suspend Customer's or any Authorized User's access to all or part of the Service, with notice where practicable, if: (a) fees are more than ten (10) days overdue; (b) Sam.ai reasonably believes there is a security, legal, or reputational risk arising from Customer's use; (c) Customer's use violates Sections 8, 11, or 13; (d) required by law or by a third-party provider; or (e) Customer's use threatens the stability, deliverability, or integrity of the Service.

18.2 Suspension does not relieve Customer of payment obligations. Sam.ai will restore access promptly once the cause is cured to Sam.ai's reasonable satisfaction.

19. Term, Termination, and Effect

19.1 Termination for cause. Either party may terminate the Agreement if the other materially breaches and fails to cure within thirty (30) (or ten (10) days for payment breach) days after written notice. Sam.ai may terminate immediately, without cure period, for Customer's breach of Sections 8, 9.3, 11, or 13.

19.2 Termination for insolvency. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

19.3 Termination by Sam.ai for convenience. Sam.ai may terminate a subscription for convenience at the end of the then-current term on thirty (30) days' notice, or at any time with a pro-rata refund of prepaid, unused fees.

19.4 Effect of termination. Upon termination or expiration: (a) all licenses granted to Customer terminate; (b) Customer will cease all access to the Service; (c) Customer's rights and obligations with respect to Sam.ai Licensed Data are governed by Section 8.7; (d) Customer Data is handled under Sections 7.4 and 7.5; and (e) all fees accrued through the effective date of termination, and, where Customer terminates for convenience or Sam.ai terminates for cause, all fees for the remainder of the then-current term, become immediately due.

19.5 Survival. Sections 1, 2, 5 (as to accrued amounts), 7.5, 8, 9.3, 9.4, 10.2 through 10.6, 11.7.3, 11.7.4, 12.3, 13, 14, 15, 17, 19.4, 19.5, 20, 21, 22, 23, and 25 survive termination.

20. Warranties and Disclaimers

20.1 Mutual warranties. Each party represents that it has the power and authority to enter into the Agreement and that doing so does not conflict with any other obligation.

20.2 Limited Sam.ai warranty. Sam.ai warrants that during a paid Subscription Term the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy, and Sam.ai's entire liability, for breach of this warranty is for Sam.ai to use commercially reasonable efforts to correct the non-conformity and, if it fails to do so within a reasonable period, to terminate the affected subscription and refund prepaid, unused fees for the affected period.

21. Indemnification

21.1 Customer indemnity. Customer will defend, indemnify, and hold harmless Sam.ai, its Affiliates, and their officers, directors, employees, agents, suppliers, and licensors from and against any third-party claim, demand, action, investigation, or proceeding, and all resulting losses, damages, fines, penalties, settlements, costs, and reasonable attorneys' fees, arising out of or relating to: (a) Customer Data, including any claim that it infringes, misappropriates, or was unlawfully obtained; (b) Customer's outreach or communications, including claims under CAN-SPAM, the TCPA, state telemarketing statutes, CASL, GDPR, or any privacy, anti-spam, wiretap, or sector-specific regulation applicable to Customer; (c) Customer's breach of Sections 7.6, 7.7, 8, 11 (including Sections 11.6 through 11.9), 12.2, or 13; (d) Customer's use of Outputs, including reliance on inaccurate Outputs; (e) Customer's violation of any third-party platform terms; or (f) Customer's violation of law or of any third party's rights.

21.2 Sam.ai IP indemnity. Sam.ai will defend Customer against a third-party claim that Customer's authorized use of the Service in accordance with the Agreement infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts in a settlement Sam.ai approves. Sam.ai may, at its option, procure the right for Customer to continue using the Service, modify or replace it to be non-infringing, or terminate the affected subscription and refund prepaid, unused fees.

21.3 Exclusions from Sam.ai's indemnity. Section 21.2 does not apply to claims arising from: Customer Data; Outputs or the content of Customer's communications; combination of the Service with anything not provided by Sam.ai; modification of the Service by anyone other than Sam.ai; use in violation of the Agreement or after notice to cease; beta features; third-party components; or Sam.ai Licensed Data records to the extent the claim concerns the underlying factual content of a contact record rather than the Service itself.

21.4 Procedure. The indemnified party will give prompt written notice, tender sole control of the defense and settlement to the indemnifying party (provided no settlement imposing liability or admission on the indemnified party is made without consent), and provide reasonable cooperation at the indemnifying party's expense.

21.5 Section 21.2 states Sam.ai's entire liability and Customer's exclusive remedy for any claim of intellectual property infringement.

22. Limitation of Liability

22.3 Exclusions from the cap. The limitations in Sections 22.1 and 22.2 do not apply to: (a) Customer's payment obligations; (b) Customer's obligations under Section 21.1; (c) Customer's breach of Section 8 (Sam.ai Licensed Data), Section 13.7, 13.8, or 13.9, or Section 15 (Confidentiality); (d) either party's gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited under applicable law.

22.4 Basis of the bargain. The parties agree that these limitations are an essential element of the bargain, that pricing reflects this allocation of risk, and that they apply even if a limited remedy fails of its essential purpose.

22.5 Claim period. No claim arising out of the Agreement may be brought more than one (1) year after the claim accrued, except for claims for non-payment or breach of Section 8.

23. Governing Law and Dispute Resolution

23.1 Governing law. The Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

23.2 Informal resolution. Before initiating any proceeding, the parties will attempt in good faith to resolve the dispute through discussion between executives with authority to settle, for at least thirty (30) days after written notice describing the dispute.

23.3 Arbitration. Any dispute not resolved under Section 23.2 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York County, New York, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own costs, and the arbitrator may award the prevailing party its reasonable attorneys' fees and costs.

23.4 Exceptions. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or Sam.ai Licensed Data, and Sam.ai may bring an action for collection of unpaid fees in the state or federal courts located in New York County, New York, to which the parties submit to personal jurisdiction and venue.

24. Changes to These Terms

24.1 Sam.ai may modify these Terms. Sam.ai will post the revised Terms with an updated "Last Updated" date and, for changes that materially and adversely affect Customer, will provide at least thirty (30) days' advance notice by email to the account's administrative contact or by in-product notice.

24.2 Material adverse changes take effect at the start of Customer's next renewal term. All other changes take effect on the date posted. Continued use of the Service after the effective date constitutes acceptance. If Customer does not accept a material adverse change, Customer's exclusive remedy is to give notice of non-renewal under Section 4.3, and, where the change takes effect mid-term by operation of law, to terminate and receive a pro-rata refund of prepaid, unused fees.

25. General

25.1 Assignment. Customer may not assign the Agreement, by operation of law or otherwise, without Sam.ai's prior written consent, which will not be unreasonably withheld, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of Sam.ai and assumes all obligations. Any prohibited assignment is void.

25.2 Change of control. Customer will notify Sam.ai within thirty (30) days of a change of control. If Customer is acquired by a competitor of Sam.ai, Sam.ai may terminate the Agreement on thirty (30) days' notice with a pro-rata refund of prepaid, unused fees.

25.3 Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disturbance, epidemic, government action, internet or utility failure, cyberattack, or failure of third-party providers.

25.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship.

25.5 No third-party beneficiaries, except that Sam.ai's Affiliates, licensors, and data suppliers are intended beneficiaries of Sections 8, 14, 20, 21, and 22.

25.6 Notices. Legal notices to Sam.ai must be sent to SAM AI, Inc., 1460 Broadway, New York, NY 10036, with a copy to legal@sam.ai. Notices to Customer may be sent to the administrative contact email on the account or delivered in-product. Notice is effective upon receipt, or, for email, upon transmission absent bounce.

25.7 Export control and sanctions. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country subject to comprehensive U.S. sanctions, and is not listed on any U.S. restricted-party list, and will not export or re-export the Service in violation of U.S. export laws.

25.8 U.S. government users. The Service is "commercial computer software" and is provided with only those rights granted to all other users under these Terms.

25.9 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

25.10 No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

25.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation." The Agreement will not be construed against the drafter.

25.12 Entire agreement. The Agreement is the complete and exclusive statement of the parties' agreement regarding its subject matter and supersedes all prior or contemporaneous proposals, representations, and understandings, whether oral or written.

26. Contact

• Company: SAM AI, Inc.
• Address: 1460 Broadway, New York, NY 10036
• Website: www.sam.ai
• Legal and notices: legal@sam.ai
• Data subject, opt-out, and suppression requests: privacy@sam.ai
• Privacy Policy: www.sam.ai/privacy

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