Terms and Conditions

**Welcome to Propeller!** You are now reading Propeller's Terms of Service, which constitutes the contract between you and Propeller when you use Propeller's site and services. Please read this carefully before using Propeller. If you have any questions or suggestions, please feel free to email us at dev@exponent4.com

**1. Accepting the Terms of Service**

Please read these Terms of Service, our Privacy Policy, and our Community Guidelines (collectively, the "Agreement") carefully before using propellerapp.ai (the "Site") and/or the other domains, products, services, and/or content provided by Propeller, Inc. (all of those collectively with the Site, the "Services") (Propeller, Inc., a Toronto Ontario corporation, collectively with its agents, consultants, employees, officers, and directors, "Propeller," "we," or "us"). By using or accessing the Services, you ("Subscriber" or "you") agree to be bound by all the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, you should not use the Services. Use of Propeller's Services is expressly conditioned upon your assent to all the terms and conditions of this Agreement, to the exclusion of all other terms.

**2. Access to the Services**

The propellerapp.ai website and domain name and any other linked pages, features, content, or application services (including, without limitation, any mobile application services) offered from time to time by Propeller in connection therewith (collectively, the "Website") are owned and operated by Propeller. Subject to the terms and conditions of this Agreement, Propeller may offer to provide certain services, as described more fully on the Website, and that have been selected by you (together with the Website, the "Services"), solely for your own use, and not for the use or benefit of any third party. The term "Services" includes, without limitation, use of the Website, any service Propeller performs for you, and the Content (as defined below) offered by Propeller on the Website. Propeller may change, suspend, or discontinue the Services at any time, including the availability of any feature, database, or Content. Propeller may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Propeller reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website or by sending you a notice via email or postal mail. You are responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

You certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

**3. Website and Services Content**

The Website, the Services, and their contents are intended solely for the use of Services users and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Services (including, but not limited to, text, graphics, articles, photographs, images, illustrations—also known as the "Content," and which includes User Submissions (as defined below)—are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right.

The Website and the Services are protected by copyright as collective works and/or compilations, pursuant to Canadian copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.

You may download or copy the Content (and other items displayed on the Website or Services for download), provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. If you link to the Website, Propeller may revoke your right to do so at any time, at Propeller's sole discretion. Propeller reserves the right to require prior written consent before linking to the Website.

In the course of using the Services, you and other users may provide information which may be used by Propeller in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Website or otherwise providing content, materials, or information to Propeller or in connection with the Services (collectively, "User Submissions"), Propeller is granted a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable, and transferable right to fully exploit such User Submissions (including all related intellectual property rights) in connection with the Services, the Website, and Propeller's (and its successors' and assigns') business, including, without limitation, for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.

You also hereby grant each user of the Services a non-exclusive license to access your User Submissions through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions as permitted through the functionality of the Services and under this Agreement. Furthermore, you understand that Propeller retains the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to Propeller does not affect your ownership of or right to grant additional licenses to the material in your User Submissions unless otherwise agreed in writing.

You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Propeller will not be liable for any errors or omissions in any content. You understand that Propeller cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Propeller cannot guarantee the authenticity of any data which users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Under no circumstances will Propeller be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

**4. Restrictions**

You warrant, represent, and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance, or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, degrading, intimidating, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any employee or representative of Propeller; (v) restricts or inhibits any other user from using and enjoying the Services or Content; (vi) relates to products that are sexual or pornographic in nature, alcoholic products, tobacco products, or other products that are unlawful in any manner; or (vii) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Propeller reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Propeller is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Propeller, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Propeller and to grant Propeller the rights to use such information in connection with the Services and as otherwise provided herein.

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl," "

scrape," or "spider" any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services.

**5. Privacy Policy**

For information regarding Propeller's treatment of personally identifiable information, please review Propeller's current Privacy Policy which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Propeller's Privacy Policy.

**6. Registration and Security**

As a condition to using all or some aspects of the Services, you may be required to register with Propeller and select a password and user name ("Propeller User ID"). You shall provide Propeller with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Propeller User ID a name of another person with the intent to impersonate that person; or (ii) use as a Propeller User ID a name subject to any rights of a person other than you without appropriate authorization. Propeller reserves the right to refuse registration of or cancel a Propeller User ID at its discretion. You shall be responsible for maintaining the confidentiality of your password.

**7. Indemnity**

You will indemnify and hold Propeller, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs, and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

**8. Limitation of Liability**

In no event shall Propeller or its suppliers, or their respective officers, directors, employees, or agents be liable with respect to the Website or the Services or subject matter of this Agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory (i) for any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (ii) for data loss or cost of procurement of any substitute goods or services; or (iii) for any matter beyond Propeller's reasonable control. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

**9. General Payment Terms**

Premium features of the Service will require you to pay fees upon registering for the applicable premium service. All fees are in U.S. Dollars and are non-refundable. Fees vary based on the plan, with different pricing plans.

**9.1 Price**

Propeller reserves the right to determine pricing for the Service. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Propeller reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.

**9.2 Authorization**

You authorize Propeller to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Propeller, to the payment method specified in your account.

**9.3 Subscription Service and Cancellation Policy**

The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize Propeller to periodically charge (directly or indirectly through Shopify), on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. Your account will be charged automatically on the next Billing Date all applicable fees for the next subscription period.

The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. You may cancel the Subscription Service by contacting us at: dev@exponent4.com

If you cancel your account early, you can continue to use Propeller until the end of your current billing period after which you will be automatically moved to the FREE plan. You will not be charged again unless you subscribe to a plan again. Additionally, you are not entitled to any refunds.

**9.4 Subscription Service Upgrade and Downgrade Policy**

You may upgrade or downgrade your services based on your application needs. When you upgrade your subscription, changes take place immediately. The charge is prorated based on the difference in price and the number of days remaining in the billing cycle. When you downgrade your subscription, the new plan is effective from the next billing date, and until then, the current plan remains in use. For some store partners, the downgrade may take place immediately and the balance amount adjusted towards future payment. For complete details, please visit our FAQ page - Billing and Plans section.

**9.5 Delinquent Accounts**

Propeller may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

**10. Third-party Websites**

The Services may contain links to third-party websites or services ("Third Party Websites") that are not owned or controlled by Propeller, or the Services may be accessible by logging in through a Third Party Website. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Propeller has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, Propeller will not and cannot monitor, verify, censor, or edit the content of any Third Party Website.

**11. Third-party Providers Terms**

Propeller uses APIs from various third-party providers:

- **YouTube:**

  - YouTube API Services: https://developers.google.com/youtube/terms/developer-policies

  - YouTube Terms of Service: https://www.youtube.com/t/terms

  - YouTube user data is refreshed every 7 days.

- **Facebook:**

  - Terms: https://www.facebook.com/legal/terms

  - Privacy Policy: https://www.facebook.com/privacy/explanation

- **Twitter:**

  - Terms: https://twitter.com/tos

  - Privacy Policy: https://twitter.com/privacy

- **TikTok:**

  - Terms: https://www.tiktok.com/legal/page/us/terms-of-service/en

  - Privacy Policy: https://www.tiktok.com/legal/page/us/privacy-policy/en

**12. Customer Data Retention**

Propeller does not retain Content created and shared on Social Networks indefinitely. When utilizing our Service, you are authorized to generate and upload content, such as social media posts and various forms of user-generated content ("User Content"). We will retain User Content for a period of up to 24 months, after which it will be actively deleted. This includes User Content utilized in publishing social media posts or content uploaded to your websites.

Deleting User Content from our Service does not result in its removal from your Social Networks. The User Content will still persist on the Social Networks, and you must directly contact the relevant Social Network if you wish to have it removed.

**13. Termination**

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Propeller may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Propeller may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

**14. Contact**

If you have any questions, complaints, or claims with respect to the Services, you may contact us at dev@exponent4.com