Terms of Service

Welcome and thank you for your interest in Town! These Terms of Service, together with any applicable Supplemental Terms (as defined in Section 1.2 (Supplemental Terms)) (collectively, this “Agreement”) are a binding contract between Town.com, Inc. (“Town”, “we”, “us”, or “our”) and you. This Agreement governs your access to and use of Town’s platform, products, and related services, including any associated web applications, desktop applications, mobile applications, and any other software or features made available by Town (collectively, the “Services”), as further described herein.

By clicking “I Accept,” downloading or installing any application, registering an account, or otherwise accessing or using the Services, you acknowledge that you have read and understand this Agreement, and you agree to be legally bound by its terms. You must be legally capable of entering into this Agreement. You represent and warrant that you have the right, power, and authority to enter into this Agreement. If you are entering into this Agreement on behalf of a company, organization, or other entity (“Organization”), you represent and warrant that you have the legal authority to bind such Organization to this Agreement, and references to “you” and “your” in this Agreement will refer to both you individually and such Organization.

If your Organization has entered into a master services agreement or other agreement with Town that expressly governs its access to and use of the Services (an “Enterprise Agreement”), then the terms of such Enterprise Agreement will govern your use of and access to the Services and will supersede this Agreement to the extent of any conflict. If you are uncertain whether your Organization has an Enterprise Agreement in place, please contact your Organization’s administrator.

Town has developed a cloud-based productivity platform, accessible via web browser, desktop, and mobile application, which integrates with third-party services to perform work on your behalf, including triaging your inbox, drafting communications in your voice, managing your schedule, briefing you for meetings, summarizing updates, managing expenses, and running workflows with your oversight. With your permission, the Services leverage AI-powered agents (“Agents”) to take actions, make updates, and orchestrate tasks across such integrated services on your behalf as directed by you.

PLEASE READ THIS AGREEMENT CAREFULLY AND BE AWARE THAT SECTION 11 PROVIDES THAT, UNLESS YOU OPT OUT WITHIN 30 DAYS OF AGREEING TO THIS AGREEMENT, ALL DISPUTES BETWEEN YOU AND TOWN, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 11 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

THE AGREEMENT IS SUBJECT TO CHANGE BY TOWN IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 12.7 (AGREEMENT UPDATES). IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Town Services; Access; Restrictions

1.1 License to the Services

Subject to the terms and conditions of this Agreement, Town hereby grants to you a revocable, non-sublicensable, non-transferable (except as provided in Section 12.2 (Assignment)), non-exclusive right to access and use the Services, including via web browser, desktop, and mobile application, and accompanying documentation, solely for your internal business or personal productivity purposes.

1.2 Supplemental Terms

Your use of, and participation in, certain features and functionality of the Services may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental service or will be presented to you for your acceptance when you sign up to use the supplemental service. If this Agreement is inconsistent with the Supplemental Terms, then the Supplemental Terms shall control with respect to such supplemental service.

1.3 Access

You will be provided access to and use of the Services through authentication credentials. You may also access the Services by linking or authenticating through a third-party account provider (such as Google or an enterprise single sign-on provider) (each, a “Third-Party Account”). By linking a Third-Party Account, you authorize Town to access, and where applicable store, information from your Third-Party Account to the extent necessary to provide the Services. You represent that you are entitled to grant Town such access without breach of any terms governing your Third-Party Account. Your relationship with any third-party account provider is governed solely by your agreement with such provider, and Town disclaims any liability for information provided to it by such provider. These credentials cannot be shared or used by more than one individual user to access the Services. You are responsible for: (a) maintaining the confidentiality of your authentication credentials as well as API keys and access tokens associated with your account; (b) all activities that occur under your account; and (c) ensuring that all third-party integrations and connections are authorized by you. You will promptly notify Town of any actual or suspected unauthorized use or access to your account. Town is not responsible for unauthorized access caused by your failure to secure credentials, API keys, access tokens, or third-party accounts.

1.4 Support

Subject to the terms and conditions of this Agreement, Town will exercise commercially reasonable efforts to: (a) provide support to you for the use of the Services; and (b) keep the Services operational and available to you, in each case in accordance with its standard policies and procedures.

1.5 Restrictions

As used herein, “Town Technology” means the Services, accompanying documentation, Performance Data (as further described in Section 4.3), and all applicable software, data, or technical information used by Town or provided to you in connection with the foregoing. You will not, and will not permit any user or other party to: (a) allow any third party to access the Town Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Town Technology for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Town Technology, or attempt to extract models, prompts, memories, or system logic, except as permitted by applicable law; (d) use any automated software, bots, scrapers, crawlers, devices, or other processes to access, scrape, extract, download data from, or otherwise interact with the Town Technology (except for Your Content) without the prior written consent of Town; (e) interfere in any manner with the operation or integrity of the Town Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Town Technology, or circumvent any safeguards, without the prior written consent of Town; (f) attempt to access the Town Technology through any unapproved interface; (g) attempt to circumvent any usage restrictions of the Town Technology; (h) modify, copy or make derivative works based on any part of the Town Technology; (i) access or use the Town Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Town or its licensors on the Town Technology or any copies thereof; (k) use the Town Technology to violate any applicable law or third-party rights; (l) use the Town Technology to generate malware, exploits, or intentionally insecure code; (m) use the Town Technology to send unlawful, deceptive, or unsolicited communications; (n) impersonate or misrepresent your identity, or pretend to be any other person or entity, when accessing or using the Town Technology; or (o) otherwise use the Town Technology in any manner that exceeds the scope of use permitted under Section 1.1 or in a manner inconsistent with applicable law or this Agreement.

1.6 Suspension

Town reserves the right to block, suspend, or terminate your access to the Services for any failure, or suspected failure, to comply with Section 1.5. Town may also block, suspend, or terminate your access to all or any part of the Services, without notice and without incurring any resulting obligation or liability, if Town believes, in its good faith and reasonable discretion, that your use of the Services poses a risk to the security or integrity of Town’s systems, interferes with Town’s ability to reliably provide the Services to other customers, or may subject Town to liability. Town may additionally block, suspend or terminate access for legal or security reasons or to protect system integrity.

1.7 Your Content

Any content or information uploaded or transmitted to the Services by you or users, including from Third-Party Services (defined below) and any Outputs generated by or through the Services, constitutes “Your Content.” You will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content. Your Content will not: (a) be unlawful; (b) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the Services; or (c) violate the intellectual property, privacy, or other rights of any third party or violate any applicable data protection, data security, and privacy laws and regulations. You acknowledge that in the course of providing the Services, Town may process email communications and other content that contains sensitive personal information. Town processes such information solely to provide the Services and applies appropriate technical and organizational safeguards to protect such information in accordance with its Privacy Policy (available at https://www.town.com/privacy-policy).

1.8 Team Accounts

(a) Team Features

The Services may include features that allow users that are associated with the same Organization to collaborate as part of a team (“Team”). The Organization is responsible for managing Team membership, access controls, and permissions within the Team and for payment obligations associated with the Team. Users within a Team may share Your Content, including data, documents, and other information, with other users in the same Team through the Services. You acknowledge that any of Your Content shared within a Team may be accessible to other authorized Team members in accordance with the permissions and access controls configured by the Team administrator. Town is not responsible for the use or disclosure of Your Content by other Team members. If you are a member of a Team administered by an Organization, you acknowledge that the Team administrator may have the ability to access, monitor, restrict, or remove Your Content within the Team, and may control your access to certain features of the Services.

(b) Removal from Teams

If an individual user is removed from a Team: (a) where the user’s account is associated with a personal email address, the user’s account will be downgraded to the individual tier of the Services, and the user will retain access to the Services under such personal account and will retain Your Content associated with such personal account; provided, however, that all Team-level integrations, shared content, and Team-level features will be removed from such account; and (b) where the user’s account is associated with a work email address provided by or through the Organization, the user’s account will be downgraded to the individual tier of the Services, and the user will retain Your Content associated with such account; provided that the Organization administrator may elect to disable such account entirely. If an Organization’s account is terminated: (x) any Team member whose account is associated with a personal email address will be downgraded to the individual tier of the Services, and such user will retain Your Content associated with such account, but all Team-level integrations, shared content, and Team-level features will be removed from such account; and (y) any Team member whose account is associated with a work email address provided by or through the Organization will have their account disabled.

1.9 Enterprise Affiliation

If you use the Services in connection with or subject to your relationship with an Organization that has an Enterprise Agreement, then (a) if you have questions about using any Services, you should direct them to such Organization, and (b) such Organization may revoke or modify your access to the Services at any time. If you are using the Services through an Organization account, you must, and you warrant that you will, comply with (i) this Agreement, (ii) any Enterprise Agreement between Town and your Organization, and (iii) your Organization’s policies related to use of the Services, including, without limitation, applicable user account, social media, and confidentiality policies. You acknowledge and agree that this Agreement is incorporated into any Enterprise Agreement to which you are bound, and the terms of that Enterprise Agreement prevail in the event of conflict with this Agreement. You further acknowledge and agree that any additional features you purchase or elect on the Services directly with Town separate from your relationship with the Organization are solely between you and Town, and you are solely liable for any fees associated with such features, and this Agreement governs your access to or use of such features.

2. Third-Party Services

2.1 Third-Party Services

Any third-party service or application connected to, or integrated with, the Services by or on behalf of you constitutes a “Third-Party Service.” You may elect, or where it is a necessary part of the Services, may be required, to link certain Third-Party Services (such as workspace tools, email providers, calendars, and repositories) to the Services, including by entering your credentials, API keys, or other access tokens associated with your account with such Third-Party Service. You acknowledge that: (a) Town may access any of Your Content provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement; (b) you are instructing Town to share Your Content (including personal data where directed) with the providers of such Third-Party Services; (c) you are responsible for ensuring that you are entitled to grant Town access to your account with such Third-Party Service (including compliance with any employer policies); and (d) you are responsible for all activity under the Third-Party Services and any content derived therefrom, including all payment obligations associated with a Third-Party Service. Third-Party Services are not under the control of Town, and Town is not responsible for any Third-Party Services, including third-party outages, data loss, third-party terms or practices, or changes made by third-party providers. Your use of the Third-Party Services is governed by your agreement with providers of the Third-Party Services. You acknowledge and accept that Town does not guarantee the continued interoperability or availability of any Third-Party Service, which may be updated or removed from the Services from time to time.

2.2 Use of AI Tools

The Services leverage generative artificial intelligence and machine learning services or applications, including, without limitation, third-party large language models (collectively, “AI Tools”, which include the Agents). AI Tools are used across the Services, including in connection with the assistant, workflows, suggestions, search, and other features and functionality. You may submit queries or other inputs to the AI Tools (“Inputs”) and receive back outputs generated by the AI Tools in response to your Inputs (“Outputs”). Inputs and Outputs are both Your Content. Inputs will be shared with the third-party providers that provide the AI Tools solely to generate Outputs and to trigger Agent actions. We ensure that our agreements with providers of AI Tools do not permit them to use Inputs to train their models and require the providers to maintain the confidentiality of your Inputs and Outputs. You acknowledge and agree that: (a) AI-generated Outputs may be inaccurate, incomplete, or incorrect due to the probabilistic nature of machine learning; (b) Outputs are provided as assistance and do not constitute professional advice; (c) You are solely responsible for reviewing, testing, validating, and deploying all Outputs, including any generated code, designs, or architecture; (d) the Services do not replace human judgment, legal review, security review, or professional expertise; (e) generated code, designs, or architecture may contain errors or vulnerabilities and may resemble publicly known patterns or practices; (f) Town makes no guarantees of originality, non-infringement, or fitness for production with respect to any Outputs; and (g) you assume all risk arising from reliance on Outputs. You are responsible for review of Outputs and Agents’ actions (such as approvals, reviewing documents, spreadsheets, and other content, code review, security testing, license compliance, and production readiness of all Outputs). You, and not Town, will be solely responsible for your use of the Agents, including any of the Outputs and decisions made or actions taken (whether by you or an Agent) based on any Input or Output.

(a) Agents

You acknowledge and accept that the Services enable you to deploy the Agent functionality such that the Agents take actions on your behalf. The Services provide you with the ability to configure the level of autonomy and human oversight applicable to the Agents, including by selecting operational modes (such as read-only, approval-required, or autonomous modes) and adjusting runtime and install-time permissions and controls. You may adjust these settings on a per-Agent, per-workflow, and per-tool basis. You are responsible for setting and updating the level of autonomy, permissions, access levels, and operational modes for Agents, including which actions you authorize the Agents to take on your behalf. If you request that an Agent take certain actions within the Services, including without limitation, performing transactions or sending transaction messages, you acknowledge that you are solely responsible for authorizing such conduct and are responsible for the actions that the Agent takes on your behalf. You acknowledge and agree that any conduct you engage in as a result of the information provided by an Agent or any other AI-enabled feature or action made available through Town or Third-Party Services is at your own risk. You agree that Town will not be held liable to you or any third party for or as a result of an Agent (or any other AI-enabled feature made available through the Services, including Third-Party Services) providing inaccurate information to you.

(b) Model Policies

The AI Tools are powered by foundation models provided by third-party providers, which may include Anthropic, OpenAI, OpenRouter, Amazon Bedrock, Vertex AI Platform (Google Cloud), ElevenLabs, and Vapi. You agree to comply with the applicable acceptable use policies of each such provider. A current list of third-party model providers and links to their respective acceptable use policies is maintained at https://www.town.com/ai-model-providers. Town may add, remove, or replace third-party model providers at any time, and your continued use of the Services constitutes acceptance of the applicable acceptable use policies of any such providers.

2.3 Third-Party Application Access

With respect to any mobile app accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any mobile app accessed through or downloaded from the Google Play store, you may have additional license rights with respect to use of the mobile app on a shared basis within your designated family group.

2.4 Accessing and Downloading the Mobile App from the Apple App Store

The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

• You acknowledge and agree that (i) this Agreement is concluded between you and Town only, and not Apple, and (ii) Town, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Town and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Town.
• You and Town acknowledge that, as between Town and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• You and Town acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Town and Apple, Town, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
• You and Town acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
• Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

3. Fees and Purchase Terms

3.1 Payment

Town may offer the Services on a subscription basis or other pricing model as set forth on Town’s website or within the Services. If you elect a paid plan, you agree to pay the applicable fees (“Fee(s)”) in accordance with the pricing and payment terms presented to you at the time of purchase. Fees are processed through Town’s third-party payment processor (currently Stripe, Inc., or such other payment processor as Town may designate from time to time). By providing payment information, you authorize Town and its payment processor to charge the applicable Fees to your designated payment method. Subscription plans may include a specified allocation of usage credits; if you exhaust your allocated credits during a billing cycle, your access to certain features of the Services may be limited or suspended, or, if you have opted in to overage billing, you will be charged for additional usage at the overage rates specified in your plan. Town reserves the right to modify its pricing, plans, and credit allocations upon reasonable notice to you, with any changes taking effect at the start of your next billing cycle.

3.2 Auto-Renewal

Unless you cancel your subscription prior to the end of the then-current billing cycle, your subscription will automatically renew for successive periods of the same duration as the initial subscription term, and you authorize Town to charge the applicable Fees to your designated payment method at the then-current rate. You may cancel your subscription at any time through your account settings or by contacting Town at support@corp.town.com; however, cancellation will take effect at the end of the then-current billing cycle, and no refunds or credits will be issued for any partial billing period. Town will provide you with reasonable notice of any Fee changes prior to your next renewal date.

3.3 Fees and Taxes

If Town charges Fees for the Services or any of its products and Town determines it has an obligation to collect Sales Tax from you in connection with this Agreement, Town will collect such Sales Tax in addition to the Fee(s). If any Services or payments for any Services under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Town, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify Town for any liability or expense Town may incur in connection with such Sales Taxes. Upon Town’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section 3.3, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4. Proprietary Rights

4.1 Town Technology

You acknowledge that Town retains all right, title, and interest in and to the Town Technology, including any enhancements, improvements, or derivatives thereto, and that the Town Technology is protected by intellectual property rights owned by or licensed to Town. Other than as expressly set forth in this Agreement, no license or other rights in the Town Technology are granted to you.

4.2 Your Content

You retain all right, title, and interest in and to Your Content, including any Outputs generated through your use of the Services. You hereby grant to Town a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term (as defined below) to access and use Your Content to provide the Services and any accompanying support to you as set forth in this Agreement. Your Content does not include Performance Data (defined below). In the course of providing the Services, Town may generate and store information derived from your interactions with the Services, including your preferences, communication styles, and working patterns (collectively, “Memory Data”) to personalize the Services. Memory Data constitutes Your Content; provided, however, that you acknowledge that Memory Data is stored in a format integral to the Services and may not be exported or transferred to third-party platforms. Upon termination of this Agreement, Town will cease using Memory Data in a manner personally associated with you but may retain Memory Data in de-identified or aggregated form for product improvement purposes. To the extent an Enterprise Agreement has been duly executed by your Organization, Town’s collection, use, and processing of Your Content obtained in connection with your use of the Services pursuant to your relationship with such Organization may be governed by such Enterprise Agreement.

4.3 Performance Data

Town may monitor your use of the Services and may collect and compile general performance and usage data about the Services, including metadata regarding your use of the Services (such as technical logs, task types, completion rates, Agent success metrics, and the step-by-step execution traces and task trajectories generated by Agents in the course of performing tasks, including sequences of actions, tool invocations, intermediate reasoning steps, and system-level operational data) (“Performance Data”). As between Town and you, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by Town. Town may use Performance Data to operate, improve, analyze, and support the Services and for other lawful business purposes, provided that the Performance Data will not identify you or your Confidential Information or any user. In addition, Town may aggregate and de-identify data or create synthetic data derived from your use of the Services, and Town may use such aggregated and de-identified data for any lawful business purpose, including to improve, develop, and enhance Town’s products and services, provided that such data cannot reasonably be used to identify you or your Confidential Information or any user.

4.4 Feedback

You or your users may give feedback to Town on the use, operation, and functionality of the Services, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, “Feedback”). Town may use and incorporate such Feedback in connection with its business, products and services without restriction or consideration to you. Town will not identify you as the source of any such Feedback. Town acknowledges that all Feedback is provided to Town on an “as is” basis and that you are not responsible for Town’s use of any Feedback, including any results therefrom.

5. Confidential Information; Personal Data

5.1 Restrictions

As used herein, “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary. As a recipient of Confidential Information, each party agrees that it will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the Services, and ensure that such employees or contractors are bound by confidentiality obligations at least as protective as those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, and disclosure in a reasonable manner.

5.2 Exclusions

The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information that (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

5.3 Personal Data

Please review our Privacy Policy available at https://www.town.com/privacy-policy for more information about how Town handles your personal data. If you are accessing or using the Services on behalf of an Organization, Town’s Data Processing Addendum (“DPA”), available at town.com/dpa, is incorporated into and forms part of this Agreement and governs Town’s processing of personal data on behalf of such Organization in connection with the Services. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall control.

6. Term and Termination

6.1 Term

The term of this Agreement will commence on the date you first access or use the Services and continue until terminated in accordance with this Agreement (the “Term”).

6.2 Termination

Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach. Town reserves the right to terminate this Agreement or your access to the Services at any time without cause upon notice to you.

6.3 Effect of Termination

Upon termination of the Services or the applicable feature or functionality thereof, your right to use the Services or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. The foregoing is subject to Section 1.8(b) (Removal from Teams), which sets forth the specific consequences applicable to individual users upon removal from a Team or termination of an Organization’s account. If we terminate your account for cause, we may also bar your further use or access to the Services. Town will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of the Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

6.4 No Subsequent Registration

If this Agreement is terminated for cause by Town or if your account or ability to access the Services is discontinued by Town due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise.

7. Limited Warranties

7.1 Your Content

You represent and warrant that: (a) you have all rights necessary to upload and use Your Content with the Services and to grant Town all licenses to Your Content in this Agreement without violating any third-party intellectual property, privacy, or other rights, including applicable data protection, data security, and privacy laws and regulations or any agreement with any Third-Party Service; and (b) to the extent you access or use the Services in connection with your employment or engagement by any Organization, you have obtained all necessary authorizations, consents, and approvals from your Organization to (i) use the Services in connection with your work for such Organization, (ii) upload, transmit, or otherwise make available any content, data, or information of or relating to your Organization through the Services, and (iii) grant Town the rights and licenses to such content as set forth in this Agreement. You are solely responsible for compliance with any policies, agreements, or obligations between you and your Organization relating to the use of third-party services or the handling of your Organization’s confidential or proprietary information.

7.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE TOWN TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) TOWN AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, OR NON-INFRINGEMENT. TOWN DOES NOT WARRANT OR REPRESENT THAT THE TOWN TECHNOLOGY WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE. TOWN DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE, SAFE, OR LEGALLY COMPLIANT. THE SERVICES REQUIRE CONTINUED ACCESS TO THIRD-PARTY SERVICES AND OTHER EXTERNAL SYSTEMS TO FUNCTION AS INTENDED; TOWN MAKES NO WARRANTY THAT SUCH ACCESS WILL REMAIN AVAILABLE, AND TOWN SHALL HAVE NO LIABILITY FOR ANY LOSS OF FUNCTIONALITY RESULTING FROM THE UNAVAILABILITY, MODIFICATION, OR DISCONTINUATION OF ANY THIRD-PARTY SERVICE. TOWN DOES NOT WARRANT THAT THIRD-PARTY SERVICES WILL CONTINUE TO PERMIT THE USE OF AGENTS, AUTOMATED ACCESS, OR AI-POWERED FEATURES, AND TOWN DISCLAIMS ALL LIABILITY ARISING FROM CHANGES TO THIRD-PARTY TERMS, POLICIES, OR FUNCTIONALITY THAT AFFECT THE SERVICES.

• YOU ACKNOWLEDGE AND AGREE THAT TOWN IS NOT LIABLE, AND YOU AGREE YOU WILL NOT SEEK TO HOLD TOWN LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH YOU.
• YOU ACKNOWLEDGE THAT THE SERVICES LEVERAGE AI TOOLS AND THAT TOWN IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TOWN LIABLE, FOR ANY THIRD-PARTY AI TOOLS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES AND OUTPUTS COMPLIES WITH ALL APPLICABLE LAWS. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND ANY OUTPUTS RESULTING THEREFROM. YOU SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR YOUR SPECIFIC USE CASE.
• FROM TIME TO TIME, TOWN MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH YOU MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TOWN’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

8. Indemnification

You shall indemnify and hold Town, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Town Party” and collectively, the “Town Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; (v) your violation of any applicable laws, rules, or regulations; or (vi) your deployment of or reliance on Agents or any Outputs. If you are an Organization administering a Team, your indemnification obligations under this Section 8 extend to the acts and omissions of all users within your Team, including any Team member’s use of the Services, violation of this Agreement, or deployment of or reliance on Agents or Outputs. Town reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Town in asserting any available defenses. This provision does not require you to indemnify any of the Town Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation, or concealment, or suppression or omission of any material fact in connection with the Services or any other service provided hereunder. You agree that the provisions in this section will survive any termination of your account, this Agreement, and/or your access to the Services.

9. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL TOWN BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL TOWN’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE FOREGOING LIMITATIONS WILL NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

10. Procedure for Making Claims of Intellectual Property Right Infringement

It is Town’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Town by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Services of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Town’s designated agent for notice of claims of infringement is as follows: Town.com, Inc., Attn: Copyright Agent, 222 Kearny St, Suite #650, San Francisco, CA 94108, legal@corp.town.com.

11. Dispute Resolution Agreement

11.1 Arbitration of Disputes

Subject to the terms of this Section 11 (“Arbitration Agreement”), you and Town agree that all disputes or claims between you and Town that arise out of or relate in any way to your use of or access to the Services, or to this Agreement, including prior versions of this Agreement, (each, a “Dispute”) will be resolved by binding arbitration. By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of this Agreement containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

11.2 Informal Dispute Resolution

Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Town agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or Town may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and Town agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

11.3 Arbitration Procedures

The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The National Arbitration & Mediation (“NAM”) will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of subsection 11.6 below. The arbitration will be conducted in the county where you reside or San Francisco, California, unless the parties agree to another location or the Batch Arbitration process is triggered per subsection 11.7 below. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.

11.4 Confidentiality

To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.

11.5 Arbitration Fees

The NAM Rules shall govern the payment of arbitration fees. The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

11.6 No Class or Representative Actions

You and Town agree that, by entering into this Arbitration Agreement, all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Town agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California.

11.7 Batch Arbitration

Notwithstanding subsection 11.6 above, to increase the efficiency of administration and resolution of arbitrations, you and Town agree that, in the event there are ten (10) or more individual requests for arbitration (“Requests”) of a substantially similar nature (i.e., Requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Town by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). The Administrative Arbitrator’s fees shall be paid by Town.

11.8 30-Day Right to Opt Out

You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Town within thirty (30) days of first accepting any version of these Terms containing an Arbitration Agreement. You must send this by email to legal@corp.town.com or regular mail to 222 Kearny Street, Suite #650, San Francisco, CA 94108 and must include: (1) your name and address; (2) the email address you used to set up your Town account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with us.

11.9 Changes to the Arbitration Agreement

The parties agree that Town retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Town within thirty (30) days of that change by email to legal@corp.town.com or regular mail to 222 Kearny Street, Suite #650, San Francisco, CA 94108. Unless you reject the change within thirty (30) days, your continued use of the Services constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in subsection 11.8 above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Town will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in subsection 11.8 above.

11.10 Governing Courts

To the extent that a dispute is not covered by any arbitration agreement between you and us, it shall proceed before the state or federal courts located in San Francisco, California (except for small claims court actions which may be brought in the county where you reside).

12. General Provisions

12.1 Electronic Communications

The communications between you and Town may take place via electronic means, whether you use the Services or send Town emails, or whether Town posts notices on the Services or communicates with you via email. For contractual purposes, you (i) agree that Town may provide the terms and conditions, agreements, notices, disclosures, and other communications relating to this Agreement and the Services to you in electronic form; and (ii) agree that such communications provided by Town to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This section concerns the form of delivery of contractual and Service-related communications only; it is not a consent to receive marketing communications. We send marketing communications only where permitted by applicable law and in accordance with your marketing preferences, and you may opt out of them at any time. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

12.2 Assignment

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Town’s prior written consent. Town may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

12.3 Force Majeure

Town shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

12.4 Governing Law

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12.5 Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Services, please contact us via email at support@corp.town.com or by regular mail at 222 Kearny Street, Suite #650, San Francisco, CA 94108, United States of America. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

12.6 Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

12.7 Agreement Updates

When changes are made, Town will make a new copy of this Agreement and/or Supplemental Terms, as applicable, available on the Services, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an account and thirty (30) days after posting for users with an account. Town may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICES.

12.8 Notice

Where Town requires that you provide an email address, you are responsible for providing Town with a valid and current email address. In the event that the email address you provide to Town is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Town’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Town at the email address or mailing address listed in Section 12.5. Such notice shall be deemed given when received by Town by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

12.9 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.10 Severability

If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

12.11 Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Services, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Town are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Town products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

12.12 Entire Agreement

This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.