Terms of Service

1 नव॰ 2026

Updated: November 1, 2026

Effective: November 1, 2026

Update Notice: This document has been revised and completely replaces any previous version. Please refer to the "Updated" and "Effective" dates above. Your continued use of the Site or Services after this edition is posted constitutes your acceptance of the revised terms, except to the extent a signed order naming a specific version provides otherwise. Previous versions are available in the Legal Center archive at https://expertly.com/legal/.

These Terms of Service (also referred to in orders, subscriptions and on our legal index as the "Terms and Conditions," the "Standard Terms and Conditions," the "Standard Service Terms," the "Standard Terms" or the "Terms") apply to Expertly's websites (the "Site"), software (the "Software") and services, including AI tools, Expertly Fleet, Expertly Deputy, Guided AI, architecture, guidance, implementation and support (together, the "Services" or "services"), as selected in your order or subscription. Your agreement (this "Agreement") is with Expertly, LLC ("Expertly," "we" or "us"). A signed order identifies the services, fees and service dates you have agreed to, and controls over these Terms as to those commercial terms and, where it expressly states that it modifies a provision of these Terms, as to that provision, as described in Section 28.

Incorporated Policies and Additional Terms

Your use of Expertly services is also subject to all other legal terms, policies, and notices posted at https://expertly.com/legal/, including but not limited to our Software License, Privacy Statement, Acceptable Use Policy, Subprocessors List, Open Source Attributions, any supplemental terms named in your order (such as the Expertly Guided AI Supplemental Terms), and any supplemental privacy disclosures. By using our services, you agree to be bound by these additional terms, as they may be amended from time to time (unless a signed order specifies that a particular version of those terms applies).

1. Services

Expertly provides software and professional services to help customers apply AI to their business and work. Services may include AI tools, infrastructure, architecture and strategy, implementation, training and support. Your order or subscription specifies the services included; descriptions of other services do not add them to your purchase.

2. Subscription Plans

Expertly offers multiple subscription plans, including:

Basic Plans. Expertly's basic plans may start with a free trial and then move to a monthly subscription. This allows you to explore the core features of our services. This plan offers access to our standard tools and functionality, with self-service customization options. You may also be able to buy customization services, as discussed below. The subscription price will adjust based on your usage, so you only pay for what you need as your needs grow.

Business and Enterprise Plans. Pricing will be based on your usage and feature requirements and you will select what you want from time to time through our dashboard or a signed order.

3. Professional Services and Custom Work

Expertly offers professional services, including architecture and strategy guidance, implementation, software development, integration, maintenance, system administration, training, troubleshooting and support. Unless a signed order or statement of work says otherwise, these services are provided on a time-and-materials or subscription basis, are charged for time spent rather than for completion of an outcome, and involve the inherent risks and uncertain outcomes of software and AI work. They do not include a guarantee of completion, suitability, successful implementation, performance or freedom from defects.

Your pre-existing code, data and systems, and work created by your own personnel using your own AI subscriptions, remain yours from the start. Modifications and extensions to your code, data and systems (other than Expertly's own configurations, defaults and templates for its software) belong to you on payment of the fees for the work that produced them, whoever or whatever performed the work, unless your signed order or another signed writing says otherwise. New software created from scratch specifically for you at your direction belongs to you on payment where your signed order incorporates the Expertly Guided AI Supplemental Terms or otherwise says so; other custom work remains Expertly's and is licensed to you, on payment, perpetually and non-exclusively, for use in your business operations, including customer-facing functions of your business, but not for resale or distribution to others as a standalone product or service. Expertly's software, platforms, tools, agents, Expertly's own prompts, configurations, defaults and templates for its software, methodologies, reusable components and know-how, and all improvements and derivatives of them, remain Expertly's in every case; prompts, instructions, workflow definitions and other configuration content that you or your personnel write specifically for your business, including content entered into Expertly Fleet, Expertly Deputy or another Expertly product, are yours even when stored in or used by Expertly's software, and Expertly may retain the general techniques they reflect; where Expertly embeds any of Expertly's software, tools, prompts, configurations, templates or reusable components in work delivered to you, Expertly grants you, subject to payment, a perpetual, non-exclusive, royalty-free license to use, copy and modify those embedded components solely as part of that delivered work for your business operations, including customer-facing functions of your business. That license does not extend the term of any Expertly subscription, does not cover Expertly Fleet, Expertly Deputy, the Expertly Toolbar or other separately subscribed platforms or services, and does not permit you to offer Expertly's technology to others as a standalone product or service. Software built for you to sell or distribute, and co-venture arrangements, require a separate signed agreement.

AI-generated output and AI-assisted work may be incomplete, inaccurate or subject to error. You are solely responsible for verifying the accuracy, reliability, legality and suitability of output and work product before using them in any production, critical or business-sensitive context. Any work Expertly performs in your systems on your behalf is subject to the assumption-of-risk, release, warranty-disclaimer and liability provisions of Section 17 and of any supplemental terms incorporated in your order.

4. Subscription Fees and Payment

Expertly's subscription plans start either right away or after a free trial period, and will be at the rate set forth in your subscription or agreement. The price will vary based on your usage of the services, with fees increasing as your usage grows. The exact price for each subscription tier will be displayed at the time of registration or renewal.

Payments for in-app purchases and subscriptions processed through third-party platforms, including the Apple App Store and Google Play Store, are subject to the payment terms of those platforms. Expertly is not responsible for disputes related to payment processing conducted through these services.

5. Free Trial

You may be eligible for a free trial period, which provides access to the services at no charge for a specified duration. If you have previously provided a method of payment, you will automatically be charged the applicable fees once the free trial ends.

6. Usage Based Pricing

Your subscription may be subject to additional charges based on your level of usage. As your usage of the services increases, your subscription fees will be adjusted accordingly. Pricing changes due to increased usage will be communicated to you in advance.

7. Self-Service Customization

If you are on the lower-tier subscription plan, any customization of the services is handled self-service via the available tools and features provided. You can personalize and configure the services based on your needs, without the need for assistance from our support team.

8. License Limitations

The license to use Expertly software is subject to the following restrictions: (a) usage is limited to the number of users specified in your subscription plan, (b) the software may only be used within the geographic region specified in your account, and (c) usage is limited to the features and functionality included in your chosen subscription plan.

You agree not to modify, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the software that is part of the Expertly software, except where this right is required by law. Any such unauthorized use shall be considered a material breach of this Agreement and may result in the immediate termination of the customer's access to the services.

Additionally, you agree not to (a) use the Services for competitive analysis, building a competitive product, or any unlawful purpose; (b) rent, lease, sublicense, or distribute the Services to any third party without our written consent; (c) circumvent any Service restrictions, security measures, or access limits imposed by us.

The Software may request certain permissions to provide its intended functionality, including but not limited to accessing browser data, clipboard contents, and online resources. By installing and using the Software, you acknowledge that such permissions are necessary for its operation and agree to grant them as specified during installation.

Where your order authorizes customer-hosted deployment, you may install, run, configure and operate the subscribed Expertly software on infrastructure you control during the subscription term, including making copies reasonably needed for operation and backup. The restrictions above, in the Software License and in the Acceptable Use Policy on copying, modification, automated access and automated tools do not prohibit installation and operation on your own infrastructure, or automated and autonomous activity, performed through functionality Expertly provides or authorizes. These permissions do not transfer ownership of Expertly software or allow you to redistribute it. You may conduct vulnerability scanning and penetration testing of Expertly software installed on your own infrastructure on reasonable notice to Expertly, and will share material findings with Expertly.

9. Payment Methods

Expertly may accept ACH, credit cards or other payment methods. Available methods depend on the service and amount; Expertly may require ACH or wire transfer for specified payments. By providing payment information, you authorize Expertly to charge your chosen payment method on a recurring basis for the duration of your subscription.

10. Billing Cycle

Subscription fees are billed on a monthly basis, typically under an annual contract unless otherwise specified. Your subscription will automatically renew at the end of the contracted term, unless you cancel the subscription before the renewal date. Monthly contracts may be available at a different rate, as outlined in your agreement.

Unless you cancel your subscription before the renewal date, your subscription will automatically renew at the end of the billing cycle for the same term at the current rate. Renewal terms and rates will be provided before the subscription renewal date if they have changed. We provide renewal notices where required by applicable law.

11. Late Payments

If your payment is not received or cannot be processed for any reason, Expertly may suspend or terminate your access to the services until payment is successfully processed. Suspension does not waive your obligation to pay any outstanding or future subscription fees due under your contracted term. If your account remains unpaid, Expertly reserves the right to pursue collection for the full amount owed under the terms of your contract.

12. Rate Changes

Expertly reserves the right to modify or adjust the subscription fees at any time. In the event of a rate change, we will provide you with at least thirty (30) days' notice prior to the change taking effect. The notice will be sent via email or through an in-app notification, and will include details about the new pricing structure. If you do not agree to the new pricing, you may cancel the subscription before the rate change takes effect. If you continue to use the services after the new rates have been implemented, you are deemed to have accepted the new pricing. Fees fixed in a signed order for a stated term are not changed by this Section during that term.

13. Term and Termination

Your subscription will begin on the date you sign up for the services or start the free trial, whichever occurs first, and will continue for the contracted term as specified in your agreement.

You may cancel the subscription at any time through your account settings, if applicable, or by contacting customer support. Unless otherwise stated, you will continue to have access to the services until the end of the contracted term or any applicable notice period, after which the subscription will be terminated. Expertly may immediately suspend or terminate your access to the services if you violate these terms, fail to pay subscription fees, or engage in any activity that disrupts or harms the services or other users. Expertly also reserves the right to terminate your access to the services without cause on sixty (60) days' written notice, effective at the end of a fixed term if a signed order sets one, or otherwise with a pro-rata refund of any prepaid, unused subscription fees for the period after termination; in that case you owe fees only through the effective termination date. Expertly may limit your usage of the services as reasonably necessary to protect the security, stability or availability of the services or to enforce plan limits.

Notwithstanding expiration or termination of this Agreement, Sections 3 (second and third paragraphs), 8 (except the license to use the services), 11, 13, 14, 15, 16 (except the license in its third paragraph), 17, 18 (as provided in Section 18(g)) and 20 through 28 survive and remain in full force and effect.

Upon termination of this Agreement, each party shall cease using the other party's confidential information and intellectual property, except as necessary to fulfill post-termination obligations or as expressly licensed to survive termination under this Agreement, the Software License or any applicable supplemental terms. You will pay any outstanding balance through the end of the contracted term, unless otherwise specified in your agreement.

Upon termination of your subscription, you may request to retrieve certain customer-generated content or account data through the available interfaces, unless prohibited by law or contractual restrictions. Data made available for retrieval is limited to content you provided or created directly within the Services. After a 30-day period, such data may be deleted, unless retention is required by law or otherwise agreed in writing.

14. Account Management and Security

To use our services, you may need to create an account by providing accurate and up-to-date information. You are responsible for maintaining the confidentiality of your account credentials. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We are not responsible for any losses or damages resulting from your failure to protect your account information. You may not use Expertly's trademarks, logos, or other branding elements without prior written consent from Expertly. Any authorized use must comply with Expertly's branding guidelines, which will be provided upon approval.

You agree to provide and maintain accurate, current, and complete Account Information when registering for the Services. You are responsible for all activities that occur under your account and agree to notify us immediately of any unauthorized use or security breach. We are not liable for any loss or damage from your failure to secure your account credentials.

You may not sub-license, assign, or transfer the software license or any rights under this Agreement to any third party without the prior written consent of Expertly. Any attempted sub-license, assignment, or transfer in violation of this provision shall be null and void. Expertly may allow for the transfer of the license in cases of mergers, acquisitions, or other corporate restructuring events, subject to prior written approval, not to be unreasonably refused, and any applicable transfer fees. Third-party use of the Expertly software is prohibited unless explicitly authorized in writing by Expertly. Any authorized third-party use must comply with all terms and conditions of this Agreement. Expertly may assign this Agreement in whole or in part to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates.

Expertly is committed to complying with the data protection laws that apply to it, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) where applicable, and maintains reasonable technical and organizational safeguards designed to protect the security and confidentiality of personal data in the services it hosts. You agree to use our services in compliance with those laws and to cooperate with Expertly on data subject requests and regulatory inquiries that involve the services.

15. Refund Policy

All subscription fees are non-refundable, except where required by law, in the case of billing errors, as Section 13 provides when Expertly terminates without cause, as Section 16 and Section 8 of the Software License provide for an affected subscription, or as supplemental terms or a signed order expressly provide. If you believe you have been incorrectly charged, please contact our customer support team at support@expertly.com. In the event you cancel your subscription, you will not be entitled to a refund for any unused time in the current billing cycle. Your access to the services will continue until the end of the current period.

16. Intellectual Property

Certain components of the Toolbar, Deskbar, or other downloadable software provided as part of the Services may include open-source software. A list of such components and the applicable licenses is available at https://expertly.com/legal/open-source-attributions. By installing or using these components, you agree to comply with the terms of the applicable open-source licenses.

All content, software, and intellectual property related to the services, other than your own materials and the work that belongs to you under Section 3, are owned by Expertly or our licensors and are protected by copyright and other intellectual property laws. You agree not to copy, reproduce, or redistribute any content or materials without prior written consent.

Expertly grants you a limited, non-exclusive, non-transferable license to access and use the services for your personal or business use during the term of your subscription.

Expertly will defend you against a third-party claim that Expertly's own software, as provided by Expertly and used as authorized, infringes that party's U.S. patent, copyright or trademark or misappropriates its trade secret, and will pay the resulting damages and costs finally awarded or agreed in a settlement Expertly approves, provided you are in compliance with your material obligations under this Agreement (including payment), promptly notify Expertly of the claim, give Expertly sole control of the defense and settlement, and cooperate. This does not apply to claims arising from your materials or data, custom work or modifications made for you, AI-generated output, third-party or open-source components, combinations with items not supplied by Expertly, modifications not made by Expertly, or use after Expertly offered a non-infringing alternative. Expertly may modify or replace the affected software, obtain a license, or terminate the affected subscription and refund prepaid unused fees. Before terminating on that basis, Expertly will use commercially reasonable efforts to identify a non-infringing alternative, but is not required to develop a new product or obtain an alternative on commercially unreasonable terms. This paragraph states Expertly's entire liability for intellectual-property infringement and is subject to the limit in Section 17. The procedures and exclusions in Section 8 of the Software License also apply.

17. Assumption of Risk; No Warranty; Limitation of Liability

Expertly's software and services involve artificial intelligence, autonomous agents, software development and work inside computer systems, all of which can produce errors, unexpected results, security vulnerabilities, interruptions, data loss and other adverse consequences. These risks apply to software you operate, to autonomous AI activity, and to professional work Expertly performs on your behalf, including implementation, development, modification, deployment, maintenance, administration and support. By using the services, you acknowledge these risks and accept the business and operational risks of your authorized use of the services, including authorized work performed by Expertly in your systems. AI technologies and cybersecurity threats evolve rapidly. Serious incidents can occur despite reasonable safeguards, including attacks exploiting previously unknown vulnerabilities. These incidents may cause unauthorized access, data loss, service interruptions or harmful automated actions.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, WORK PRODUCT AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY AND ERROR-FREE OPERATION. Expertly does not warrant that its tools, reviews, tests, sandboxes, safeguards or professional services will prevent or detect errors, vulnerabilities, incidents, damage or loss, and, except for the express obligation to seek a non-infringing alternative in Section 16 and Section 8 of the Software License, does not undertake any best-efforts or commercially-reasonable-efforts obligation to achieve a result. Any service level, response time or performance commitment must be expressly stated in a signed order.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE EXPERTLY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING NEGLIGENCE, OTHER TORT, BREACH OF CONTRACT, BREACH OF WARRANTY OR STATUTE), FROM CLAIMS ARISING FROM ERRORS, OMISSIONS, MISTAKES, DEFECTS, FAILURES, INADVERTENT DEVIATIONS FROM INSTRUCTIONS OR ORDINARY NEGLIGENCE IN CONNECTION WITH THE SERVICES, INCLUDING EXPERTLY'S OWN ORDINARY NEGLIGENCE IN PROFESSIONAL SERVICES PERFORMED IN YOUR SYSTEMS, AND FROM ERRORS, FAILURES AND ACTIONS OF AI SYSTEMS OPERATING IN SYSTEMS OR ACCOUNTS YOU MADE AVAILABLE. This release does not excuse Expertly from providing the services you purchased, and does not cover gross negligence, fraud or willful misconduct.

TO THE FULLEST EXTENT PERMITTED BY LAW, EXPERTLY WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR OPPORTUNITY, BUSINESS INTERRUPTION, DAMAGE TO REPUTATION, THE VALUE OF LOST OR CORRUPTED DATA, OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, UNDER ANY THEORY AND WHETHER OR NOT FORESEEABLE. The reasonable, documented out-of-pocket costs of investigating, restoring, repairing or replacing software, systems or data, and of obtaining substitute services for services paid for and not provided, are direct damages recoverable, if at all, only for claims not released above and only within the aggregate limit below. FOR CLAIMS NOT RELEASED OR EXCLUDED, EXPERTLY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS, THE SOFTWARE LICENSE, ANY ORDER AND THE SERVICES (INCLUDING A CLAIM THAT EXPERTLY FAILED TO PROVIDE SERVICES YOU PURCHASED), UNDER ALL THEORIES AND DOCUMENTS COMBINED, WILL NOT EXCEED THE LESSER OF (A) THE GREATER OF $100 OR THE FEES YOU PAID OR OWE TO EXPERTLY UNDER THE ORDER OR SUBSCRIPTION TO WHICH THE CLAIMS RELATE FOR THE THREE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY (OR, IF THE FIRST EVENT OCCURS BEFORE THREE MONTHS OF THAT ORDER OR SUBSCRIPTION HAVE ELAPSED, FOR ITS FIRST THREE MONTHS), OR (B) $100,000. This is a single aggregate limit, it protects Expertly, its affiliates and their respective owners, officers, employees, contractors and agents together (each of whom is an intended third-party beneficiary and may enforce it, and all of whom share the one limit), and any defense or indemnification obligation of Expertly counts toward it. Fees are counted once, whether paid or unpaid, and are allocated to the service periods to which they relate; the measuring event is the earliest event giving rise to any claim covered by this limit. In this Agreement, "willful misconduct" means an act or omission taken with actual knowledge of its wrongfulness and of the high probability that injury or damage would result, and intentionally pursued despite that knowledge, or taken with intent to cause injury or damage; it does not include negligence of any degree, an error of judgment, an inadvertent deviation from instructions, a good-faith decision to decline, pause or stop work, or an action or output of an AI model or agent that a person did not direct with that knowledge or intent.

You will defend, indemnify and hold harmless Expertly, its affiliates and their respective owners, officers, employees, contractors and agents from and against any third-party claim, regulatory investigation or proceeding, and the resulting losses, damages, fines and penalties (to the extent indemnifiable under applicable law), costs and reasonable attorneys' fees, arising from or relating to (a) your data, materials, systems or business, to the extent the claim relates to the services, (b) communications, calls, recordings, transcriptions or actions sent or performed through the services on your behalf, including any failure to provide required notices or to obtain required consents for calls, texts, recording, transcription or AI interaction, (c) custom work, modifications or AI output used by or for you, or (d) your breach of this Agreement, a third-party provider's terms, or applicable law. This obligation applies to each of (a) through (d) whether or not the claim alleges, or the loss was caused in whole or in part by, the ordinary negligence, strict liability or statutory liability of Expertly in providing authorized services, but not to the extent the loss was caused by Expertly's gross negligence, fraud or willful misconduct or falls within Expertly's defense obligation in Section 16. If you use the services as an individual for personal, family or household purposes, this paragraph applies only to claims arising from your breach of this Agreement or of applicable law. Where supplemental terms incorporated in your order contain an indemnity, that indemnity applies instead of this paragraph.

The services may be distributed through third-party platforms such as the Apple App Store, Chrome Web Store and Google Play Store, and may depend on third-party AI providers. Expertly is not responsible for platform- or provider-specific issues, including distribution, availability, pricing, limits, payment processing, account management or changes in those providers' services or terms. Where you connect your own accounts or subscriptions with third-party providers to the services, you are responsible for complying with those providers' terms as they exist from time to time, whatever guidance or configuration Expertly provided, and a provider's restriction or termination of your accounts is your risk and not a breach by Expertly.

Supplemental terms expressly incorporated in your order control over this Section where they establish a different arrangement; a signed order controls over this Section only where it expressly states that it modifies it. Nothing in this Section excludes or limits liability that applicable law does not permit the parties to exclude or limit; where the law does not permit an exclusion or limit to apply in full to a particular claim, it applies to that claim to the maximum extent the law permits, each exclusion and limit applies separately, and the rest of this Section is unaffected. Some jurisdictions do not allow the exclusion of certain implied warranties or the exclusion or limitation of certain damages for consumers; if those laws apply to you, the exclusions and limitations in this Section apply to you to the maximum extent permitted by law.

18. Data Processing Terms

We implement physical, technical, and administrative security measures designed to protect the Services and Customer Data from unauthorized access, destruction, alteration, or disclosure. We provide standard data-processing terms where required by applicable law. Separately negotiated Data Processing Addenda (DPAs) may be available for enterprise engagements by mutual agreement; where executed by both parties, they apply according to their terms. To the extent that Expertly processes any personal data subject to the General Data Protection Regulation (GDPR), you are the Data Controller, and Expertly is the Data Processor. Subsections (a) through (i) below apply only to Personal Data that Expertly itself hosts and stores on Expertly-operated infrastructure as part of an Expertly-hosted subscription service. Where Expertly software or personnel operate inside your own environment or with your own third-party accounts, you control and operate that environment and its sub-processors, backups, retention and security, and Expertly processes Personal Data accessed there only on your instructions and subject to the confidentiality, security and liability provisions of your agreement (including Sections 5, 9, 10 and 12 of the Expertly Guided AI Supplemental Terms where they apply). All claims arising under this Section 18 are subject to Section 17.

a. Definitions

The following definitions will apply for purposes of this Section 18:

"Data Controller" refers to the entity which determines the purposes and means of the processing of personal data.

"Data Processor" refers to the entity which processes personal data on behalf of the Data Controller.

"Personal Data" means any information relating to an identified or identifiable natural person ("Data Subject"); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

"Processing" means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

b. Scope and Purpose of Processing

The Data Processor agrees to process Personal Data solely for the purpose of providing the services under the agreement between the Data Controller and the Data Processor. The processing of Personal Data shall only occur under the strict instructions of the Data Controller, unless required by law.

c. Data Protection

The Data Processor shall implement technical and organizational measures that it considers appropriate to the Expertly-hosted services, designed to assist the Data Controller in meeting the requirements of the applicable data protection laws and protecting the rights of the Data Subject.

Expertly may collect, process, and share personal data as required for the functionality of the Software and to comply with applicable platform policies. This includes sharing data with third-party services such as Google, Apple, or other service providers as required by their respective app store terms. For more information, see our Privacy Statement at https://expertly.com/legal/privacy.

d. Sub-processors

The Data Processor may engage Sub-processors to fulfill its contractual obligations under this agreement or to provide certain services on its behalf, such as hosting, storage, analytics, or support. A current list of authorized Sub-processors is available at https://expertly.com/legal/subprocessors. The Data Processor will update this list before intended additions or replacements. Where applicable law or an executed data-processing addendum requires notice and an opportunity to object, Expertly will give the affected customer direct advance notice and a reasonable opportunity to object on data-protection grounds before the new Sub-processor begins the affected processing, regardless of subscription tier or a separate request, and will also give direct advance notice to other enterprise customers who request it; if Expertly does not resolve a timely, reasonable objection within thirty days, the objecting customer's sole remedy is to terminate the affected Expertly-hosted service on written notice and receive a pro-rata refund of prepaid fees for the period after termination, and an objection does not prevent Expertly from using the Sub-processor for other customers. Otherwise, continued use of the Services after an update to the Sub-processor list will be deemed acceptance of the new Sub-processors; continued use does not waive a statutory objection right.

The Data Processor agrees to impose data protection terms on any Sub-processor it appoints that require it to protect Personal Data to a standard consistent with applicable data protection laws. Subject to Section 17 and any applicable supplemental terms, the Data Processor remains responsible to the Data Controller for the performance of its Sub-processors' data-protection obligations under this Section 18. A provider engaged directly by you under your own agreement is not a Sub-processor of Expertly solely because the Services interoperate with it; your selection of a provider that Expertly itself engages does not by itself remove that provider's Sub-processor status.

e. Data Subject Rights

The Data Processor shall assist the Data Controller by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Data Controller's obligation to respond to requests for exercising the Data Subject's rights laid down in the applicable data protection laws.

f. Data Breach Notification

In the event of a personal data breach, the Data Processor shall notify the Data Controller without undue delay and, where feasible, within 72 hours of becoming aware of the breach. The notice shall include sufficient information to enable the Data Controller to meet its reporting obligations under applicable data protection laws.

g. Term and Termination

These Data Processing Terms will remain in effect for as long as the Data Processor is processing Personal Data on behalf of the Data Controller under the terms of the agreement for the services. Upon termination of the agreement, the Data Processor shall, at the choice of the Data Controller, delete or return all Personal Data to the Data Controller, and delete existing copies unless EU law or the national law of an EU member state requires storage of the Personal Data.

h. Audit Rights

The Data Controller shall have the right to conduct audits, including inspections, of the Data Processor's premises and operations to ensure compliance with these Data Processing Terms. Any such audits shall be conducted during regular business hours and with reasonable notice. The Data Processor reserves the right to charge the Data Controller for reasonable costs associated with any requested audits, including administrative and logistical expenses, payable in advance based on an estimate, except that audit arrangements and charges will not prevent or materially delay an audit that applicable law or a competent supervisory authority requires.

The Data Processor shall make available to the Data Controller information necessary to demonstrate compliance with the obligations laid down in these terms. This obligation may be fulfilled through third-party certifications, compliance reports, or relevant documentation. Direct audits by the Data Controller shall only be conducted if such documentation is insufficient to address compliance concerns and must be conducted with reasonable notice and at mutually agreed times.

i. International Data Transfers

The Data Processor stores and processes Personal Data primarily in the United States. Where Personal Data is transferred from the European Economic Area (EEA) to the United States or any other country outside the EEA that does not have an adequacy decision by the European Commission, such transfers shall be governed by the Standard Contractual Clauses (SCCs) approved by the European Commission, as applicable, and we and you agree to be bound by them. The Data Processor agrees to implement appropriate safeguards, including additional technical and organizational measures, to ensure an adequate level of protection for Personal Data in compliance with applicable data protection laws.

The Data Processor shall conduct a Transfer Impact Assessment (TIA) to identify and mitigate any risks associated with the transfer of Personal Data outside the EEA. In cases where additional safeguards are deemed necessary to address identified risks, the Data Processor will work with the Data Controller to implement these measures, such as data encryption, pseudonymization, or restricting access to authorized personnel only.

19. Text Messaging

Program. Expertly operates a text messaging program (the "Expertly Text Messaging" program), operated by Expertly, LLC, that delivers text messages from Expertly to people who have asked to hear from us by text. Categories of messages include: replies to questions you have texted to Expertly (for example, by texting 269-EXPERTLY); confirmations and reminders for demos, calls, and meetings you have booked with us; follow-ups from a conversation you started with us by phone, text, or web; occasional product announcements if you have opted in to receive them; account notifications relating to an Expertly product you use; and one-time two-factor authentication codes when you sign in to an Expertly product.

How recipients sign up. You can sign up to receive these messages by one of the following: (a) checking the unchecked-by-default SMS consent checkbox on an Expertly sign-up or booking form that names this program and asks for SMS consent, for example, the form at expertly.com/phone-or-text; (b) texting Expertly directly at 269-EXPERTLY (+1 269-397-3785), which constitutes express consent to receive replies and related transactional messages; or (c) providing a mobile phone number when requesting a demo, quote, or follow-up from Expertly by phone, text, or web, which constitutes express consent to receive messages related to that request.

Message frequency. Message frequency varies depending on your activity with us, for example, a confirmation when you book a demo, a reminder the day before, and a follow-up after. Typical recipients receive between 0 and 8 messages per month.

Cost. Message and data rates may apply. Standard message and data rates charged by your mobile carrier may apply to each text message sent or received under this program.

Opt-out instructions. To opt out at any time, reply STOP to any message you receive from this program. After you reply STOP you will receive one final confirmation message and will not receive further messages from this program. You may resubscribe at any time by replying START.

Help. For help, reply HELP to any message you receive. You may also contact Expertly at support@expertly.com or 31 NE 17th Street, Miami, FL 33132.

Supported carriers. This program supports all major U.S. wireless carriers, including AT&T, T-Mobile, Verizon Wireless, Sprint, Boost, Cricket, MetroPCS, U.S. Cellular, Virgin Mobile, and others. Carriers are not liable for any delayed or undelivered messages.

Text-messaging privacy. Information you provide in connection with this text messaging program, including your mobile phone number and opt-in record, is handled as described in our Privacy Statement. We do not share or sell text-messaging opt-in data or consent with any third parties or affiliates for marketing or promotional purposes.

Scope. Providing a telephone number does not by itself authorize marketing calls or texts that require prior express written consent; Expertly obtains the consent required for each message category and technology, and honors legally effective revocations through reasonable means, including STOP. Messaging, calling and recording programs that a customer operates through Expertly software (including AI deputies and agents) are the customer's programs, are separate from Expertly's own program, and require the customer's own notices and consent records.

20. Privacy Statement

By subscribing to the services, you consent to the collection and use of your personal data as outlined in our Privacy Statement, which can be found at https://expertly.com/legal/privacy. We are committed to protecting your privacy and handling your personal information in accordance with applicable laws.

21. Client Identity

Unless we are otherwise notified by you in writing, we have the right to list you as a customer and use your logo on our website and in our marketing materials.

22. Governing Law

These Terms are governed by and construed in accordance with the laws of Florida, without regard to its conflict of law principles.

23. Exclusive Jurisdiction; Jury Trial Waiver

Any legal action or proceeding arising under these Terms or relating to the services provided by Expertly shall be brought exclusively in the federal or state courts located in Miami-Dade County, Florida, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. This consent to jurisdiction does not constitute a general consent to service of process in the State of Florida and applies solely to legal actions initiated under the context of these Terms and the services provided herein.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES.

24. Class Action Waiver

THE PARTIES HEREBY WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR RECOVERY FOR INDIVIDUAL RELIEF IN ANY AMOUNT GREATER THAN THOSE THAT CAN BE RECOVERED UNDER THE APPLICABLE INDIVIDUAL ACTION OR SMALL CLAIMS COURT LIMITS. NOTHING IN THIS SECTION EXCLUDES RIGHTS OR REMEDIES THAT APPLICABLE LAW DOES NOT PERMIT THE PARTIES TO WAIVE.

Sections 17, 23, 24 and 28 do not waive consumer protections, statutory remedies, mandatory venue rights or jury rights that applicable law does not permit the parties to waive, and the Florida choice of law does not displace protections that mandatorily apply to a consumer in the consumer's home jurisdiction.

25. Changes to Terms

Expertly reserves the right to update these Terms at any time. Any changes will be posted on this page with an updated "Updated" date, and the previous version will remain available in the Legal Center archive. It is your responsibility to review these Terms periodically for any changes. Where a signed order names a specific version of these Terms or of supplemental terms, that version applies to the order as the order provides.

26. Severability

If any provision of these Terms is found to be invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

27. Compliance with Platform Guidelines

Expertly agrees to comply with the applicable developer policies of third-party platforms, including but not limited to the Chrome Web Store Developer Program, Apple App Store Guidelines, Google Play Developer Policy, and Safari App Extension Requirements. Any provision of these Terms found to be in conflict with such platform policies shall be superseded by the relevant platform's terms to the extent required for compliance.

28. Entire Agreement; Order of Precedence

These Terms, together with your signed order, subscription, any supplemental terms your order incorporates, the Software License, the other policies these Terms incorporate, and any agreed statement of work, constitute the entire agreement between you and Expertly regarding the services and supersede prior agreements or understandings concerning those services. In entering into this Agreement, you confirm that you have not relied on any proposal, demonstration, estimate, or oral or written statement not expressly set forth in this Agreement, and you agree that Expertly may rely on this confirmation in any claim in which reliance is an element.

If these Terms, the Software License, supplemental terms and a signed order conflict, they control in this order: (1) the signed order, as to the services, quantities, fees, dates, billing, payment, credit, suspension, term and cancellation arrangements it states, and otherwise where it expressly states that it modifies a provision of another document; (2) supplemental terms expressly incorporated in the order; (3) these Terms; (4) the Software License; (5) other posted policies. This order of precedence applies notwithstanding any contrary provision in the Software License or another incorporated document.