Terms of Service

Effective Date: 05.28.2026 · Last Updated: 05.28.2026 Version 1.0
Issued by: CuraeSoft Corporation, 39 Beta Court, San Ramon, CA 94583

These User Terms of Service (the “User Terms”) are the binding contract between CuraeSoft Corporation (“CuraeSoft,” “we,” “us”) and You, the individual Authorized User accessing coAmplifi Pro (the “Services”). The User Terms incorporate the Acceptable Use Policy and the
Privacy Policy and operate alongside the Customer Terms of Service. The Customer Terms of Service is the parallel commercial contract binding the Organization that has invited You into its Workspace.

1. The Two-Document Pattern

The Customer Terms of Service is the commercial contract between CuraeSoft and the Organization. It addresses subscription term, pricing, payment, indemnification, and the commercial-grade limitation of liability. These topics are not appropriate to bind on individual Authorized Users invited into the Organization’s Workspace. These User Terms instead bind You as an individual on topics the Customer Terms does not
directly address: how Customer Data is owned at the user level, what conduct is prohibited at the user level, what Your personal liability cap is to CuraeSoft, and — critically for coAmplifi Pro — how Your conduct must respect Connected Customers in the Vendor Management (W2W) context.

2. Definitions

• Authorized User. An individual whom a Customer has granted permission to access the Services. You are an Authorized User.
• Connected Customer. A Customer Organization with which Your Customer has an active Vendor Management connection.
• Customer / Your Customer / the Organization. The organisation that has subscribed to coAmplifi Pro and invited You into its Workspace. The Customer is bound by the Customer Terms of Service.
• Customer Data. Content and information submitted to the Services by Authorized Users — including content You submit. Customer Data is owned by Your Customer, not by You personally.
• Risk Gate. A consent or acknowledgment control presented in the product UI at key workflow moments. Each Risk Gate completion generates an immutable audit-log record.
• Shared Info Bridge. The information pathway between two connected Workspaces in a Vendor Management connection.
• Vendor Management / W2W. The Workspace-to-Workspace bridge feature of coAmplifi Pro.
• Workspace. The unique instance of the Services configured for Your Customer.

3. These User Terms Are Legally Binding

These User Terms are a legally binding contract between You and Us. By accessing or using the Services, You agree to be bound by these User Terms, the Acceptable Use Policy (incorporated by reference), and the Privacy Policy (incorporated by reference). By accepting these User Terms, You agree to be bound by the arbitration, class action waiver, and limitation of liability provisions in the Privacy Policy, which apply to any dispute arising out of or relating to CuraeSoft’s collection, use, or disclosure of Your personal information. If You access or use the Services after being notified of a change, You confirm that You agree to the updated terms. Your acceptance of these User Terms is captured at Risk Gate prior to first sign-in. Where these User Terms are materially updated, re-acceptance is also required. Both gates produce immutable audit-log records sufficient under California and federal e-consent law (Berman v. Freedom Financial Network, 9th Cir. 2022; Oberstein v. Live Nation, 9th Cir. 2023) to evidence Your binding acceptance.

4. Your Customer’s Choices and Instructions

4.1 You Are an Authorized User on a Workspace Controlled by Your Customer

Your Customer controls the Workspace. Your Customer determines, among other things, who has access, what permissions You have, what content is retained and for how long, what features are enabled, what integrations are connected, and — if Your Customer participates in
Vendor Management — what data is shared across the Shared Info Bridge with which Connected Customers.

4.2 Single-Workspace Context

In a single-Workspace context, the content You submit to the Services is owned by Your Customer (the Organization), not by You personally. Your Customer’s policies and configuration apply to Your activity.

4.3 Vendor Management (W2W) Context

Where Your Customer participates in a Vendor Management connection and Your role brings You into the connection: Customer Data You submit to the Shared Info Bridge becomes accessible to Authorized Users of the Connected Customer. The Connected Customer is an
independent Organization with its own Customer Terms with CuraeSoft and is not Your employer. Your Customer’s decision to share specific data through the Bridge is documented through Your Customer’s acceptance of Risk Gates. CuraeSoft enforces the architectural
data-isolation boundary between connected Workspaces.

4.4 Your Customer’s Authority

Your Customer has authority to invite You and revoke Your access; configure the Workspace; access, retain, export, and delete the content You submit; establish and deactivate Vendor Management connections; create Vendor Work assignments; and otherwise administer the
Services. These User Terms do not change the relationship between You and Your Customer, which is governed by Your contract with Your Customer.

5. The Relationship Between You, Your Customer, Connected Customers, and Us

AS BETWEEN US AND THE CUSTOMER (AND, WHERE APPLICABLE, ANY CONNECTED CUSTOMER), YOU AGREE THAT IT IS SOLELY THE APPLICABLE CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA, INCLUDING IN THE SHARED INFO BRIDGE OF ANY VENDOR MANAGEMENT CONNECTION; (B) OBTAIN ANY RIGHTS, PERMISSIONS, OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THESE USER TERMS IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES, OR THE CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. CURAESOFT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

6. Ground Rules

6.1 You Must Be Over the Legal Age

You confirm that You are over the legal age to enter into a binding contract in Your jurisdiction (in most U.S. states, 18). The Services are not intended for, and may not be used by, individuals under that age.

6.2 Comply with the Acceptable Use Policy and Your Customer’s Policies

You will comply with the Acceptable Use Policy, and with any policies Your Customer has communicated to You. You are responsible for Your conduct on the Services.

6.3 W2W-Specific Conduct Rules

When Your role brings You into a Vendor Management connection:

• Treat Customer Data of a Connected Customer with the same care as Customer Data of Your own Customer.
• Do not use access to a Connected Customer’s Workspace or to the Shared Info Bridge to harvest, scrape, or otherwise acquire Customer Data of the Connected Customer beyond the legitimate purpose of the bridged Vendor Work.
• Do not use information about Connected Customer Authorized Users obtained through the Bridge for unsolicited recruiting outreach, sales prospecting, or commercial communications outside the scope of the bridged Vendor Work.
• Do not misrepresent Your role, Your Customer, or the bridged Vendor Work to any Authorized User of a Connected Customer.
• Respect any data-handling restrictions Your Customer or the Connected Customer communicates to You in connection with the bridged Vendor Work.

6.4 Reporting Violations and Concerns

If You encounter conduct that violates the Acceptable Use Policy or these User Terms, You may report it to coamplifi-support@curaesoft.com.

6.5 You Are Here at the Pleasure of Your Customer (and Us)

Your Customer may revoke Your access to the Workspace at any time, for any reason. CuraeSoft may also suspend or terminate Your access if Your conduct violates these User Terms, the Acceptable Use Policy, or applicable law.

6.6 Reporting Security Vulnerabilities

If You believe You have discovered a security vulnerability in the Services, please report it through coamplifi-support@curaesoft.com.

7. Limitation of Liability

7.1 Excluded Damages

EXCEPT FOR THE EXCLUSIONS IN SECTION 7.3, IN NO EVENT WILL CURAESOFT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, BUSINESS INTERRUPTION, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, LEGAL FEES OR
COSTS, ARISING OUT OF OR RELATED TO THESE USER TERMS OR YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE), AND REGARDLESS OF WHETHER CURAESOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Aggregate Cap

EXCEPT FOR THE EXCLUSIONS IN SECTION 7.3, CURAESOFT’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE USER TERMS OR YOUR USE OF THE SERVICES IS LIMITED TO ONE HUNDRED U.S. DOLLARS (USD $100.00) IN THE AGGREGATE (THE “CAP”). THE FLAT USD $100.00 CAP REFLECTS THAT YOU PAY
NO FEES TO CURAESOFT, WITH FEES FLOWING INSTEAD FROM THE CUSTOMER ORGANIZATION; YOUR COMMERCIAL EXPECTATIONS AGAINST CURAESOFT ARE CORRESPONDINGLY LIMITED.

7.3 Exclusions from Cap and Excluded Damages

The exclusions in Section 7.1 and the Cap in Section 7.2 do not apply to: (a) liability that cannot be limited under applicable law, including liability under FOSTA-SESTA (47 U.S.C. § 230(e)(5); 18 U.S.C. § 1591; 18 U.S.C. § 2421A) per Section 8; liability to data subjects under any Data Protection Law to the extent it cannot be contractually limited; and any other liability that applicable law prohibits from being limited or excluded by contract; (b) liability arising from CuraeSoft’s gross negligence or willful misconduct; or (c) liability arising from CuraeSoft’s fraud or fraudulent misrepresentation; (d) liability for death or personal injury caused by CuraeSoft’s negligence where such liability cannot be limited by contract; or (e) liability that cannot be limited under any applicable consumer-protection statute notwithstanding Section 9.

7.4 Duty to Mitigate.

You have a duty to take reasonable steps to mitigate Your damages upon becoming aware of any event or circumstance that has given or may give rise to a claim under these User Terms.

7.5 Basis of the Bargain.

You acknowledge that the limitations of liability in this Section 7 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between You and CuraeSoft.

7.6 Anti-Stacking.

The Cap in Section 7.2 is the single aggregate cap on CuraeSoft’s liability to You across these User Terms and the Privacy Policy for any claim relating to Your use of the Services or to CuraeSoft’s collection, use, or disclosure of Your Personal Information.

8. FOSTA-SESTA Carve-Out

Notwithstanding any other provision of these User Terms, including the limitation of liability in Section 7, nothing in these User Terms is intended to or shall be construed to release, waive, or limit any claim arising under 18 U.S.C. § 1591 or 18 U.S.C. § 2421A as enacted or amended by FOSTA-SESTA (Pub. L. 115-164), to the maximum extent required by 47 U.S.C. § 230(e)(5).

9. Application of Consumer Law

coAmplifi Pro is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, You acknowledge that consumer laws do not apply. If, however, any consumer laws apply and cannot otherwise be lawfully
excluded, nothing in these User Terms will restrict, exclude, or modify any statutory warranties, guarantees, rights, or remedies that You have under those consumer laws.

10. Survival

Sections 5 (Relationship), 7 (Limitation of Liability), 8 (FOSTA-SESTA), 10 (Survival), 11 (Governing Law and Dispute Resolution), and 12 (General Provisions) survive any termination or expiration of these User Terms. The W2W-specific conduct rules in Section 6.3 also survive
with respect to any Customer Data You may have accessed in a Vendor Management connection.

11. Governing Law, Jury Trial Waiver, and Binding Arbitration

11.1 Governing Law and Venue

These User Terms, including the Acceptable Use Policy, and any disputes arising out of or related to them, will be governed exclusively by the laws of the State of Delaware, without regard to conflicts-of-laws rules or the United Nations Convention on the International Sale of
Goods. Subject to Section 11.3 (Binding Arbitration), the state and federal courts of New Castle County, Delaware will have exclusive jurisdiction. In any action or proceeding to enforce rights under these User Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees as awarded by the court or arbitrator.

11.2 Jury Trial Waiver

YOU AND CURAESOFT EACH KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE USER TERMS OR YOUR USE OF THE SERVICES, INCLUDING ANY ACTION INVOLVING A VENDOR MANAGEMENT CONNECTION OR ANY CONNECTED CUSTOMER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11.3 Binding Arbitration Agreement and Class Action Waiver

Pre-Arbitration Notice. Before initiating arbitration, the party asserting a Dispute must provide written notice to the other party specifying in reasonable detail the nature of the Dispute and the relief sought. The parties agree to negotiate in good faith to resolve the Dispute for a period of sixty (60) days following receipt (the “Informal Resolution Period”). Notices of Dispute to CuraeSoft must be sent to legal@curaesoft.com. This requirement does not apply to requests for emergency equitable relief.

(a) Agreement to Arbitrate. With the exception of a Temporary Restraining Order, Permanent Injunction, or litigation brought by CuraeSoft to enforce its intellectual property rights, You and CuraeSoft agree that any dispute, claim, or controversy arising out of or relating to these User Terms or Your use of the Services (each a “Dispute”) will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs.

(b) Carve-Outs. This arbitration agreement does not apply to: (i) actions to obtain equitable relief to prevent or stop IP infringement, breach of confidentiality, or AUP violations; (ii) individual actions in small-claims court; (iii) claims under FOSTA-SESTA; or (iv) any claim that applicable law prohibits from being subject to pre-dispute arbitration.

(C) CLASS ACTION AND COLLECTIVE ACTION WAIVER. YOU AND CURAESOFT EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MULTI-CUSTOMER, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. WITHOUT LIMITING THE FOREGOING, NO DISPUTE INVOLVING A VENDOR MANAGEMENT CONNECTION OR THE SHARED INFO BRIDGE MAY BE CONSOLIDATED WITH ANY DISPUTE BROUGHT BY OR ON BEHALF OF ANY OTHER AUTHORIZED USER OR CONNECTED CUSTOMER, AND EACH CONNECTED CUSTOMER’S DISPUTE WITH CURAESOFT IS GOVERNED BY THAT CONNECTED CUSTOMER’S OWN CONTRACT. IF THIS WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) WILL BE SEVERED AND ADJUDICATED IN A COURT OF COMPETENT JURISDICTION UNDER SECTION 11.1, AND ALL OTHER CLAIMS WILL REMAIN SUBJECT TO ARBITRATION.

(d) Arbitrator Bound by Limitation of Liability. The arbitrator is bound by the limitation of liability in Section 7, including the USD $100.00 aggregate Cap in Section 7.2 and the excluded damages in Section 7.1, and by the relationship-allocation and warranty disclaimer in Section 5, and may not award damages in excess of the Cap or award any category of damages excluded by Section 7.1, except for any liability that under Section 7.3 cannot be limited or excluded by contract.

(e) Procedure. The arbitration will be conducted by a single arbitrator selected under AAA rules, held in Wilmington, Delaware, or by videoconference or in the federal judicial district where You reside if You so elect. The arbitrator will apply the laws of the State of Delaware.

(f) Costs and Fee Shifting. CuraeSoft will reimburse Your AAA filing fee for Disputes under $75,000 USD that are not mass arbitrations. CuraeSoft will pay all AAA administrative and arbitrator fees for Disputes under $75,000 USD that are not mass arbitrations. If CuraeSoft’s last written settlement offer is lower than the arbitrator’s award, CuraeSoft pays the greater of the award or $1,000 USD plus Your reasonable attorneys’ fees. The arbitrator may award costs against either party for frivolous claims.

(g) Mass Arbitration. If 5 or more similar Disputes are filed within 365 days by the same law firm or organization, AAA’s Mass Arbitration Supplementary Rules apply. The parties will select 3 bellwether cases, stay the remainder pending resolution, and engage in 60-day mediation before stayed cases may proceed.

(h) Confidentiality. Arbitration proceedings, documents, and awards are confidential except as required by law, to enforce an award, to counsel/accountants/insurers under confidentiality obligations, or with both parties’ written consent.

12. General Provisions

Each party may disclose Confidential Information to the other in connection with these Customer Terms. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that should reasonably be understood to be confidential. CuraeSoft’s Confidential Information includes the Services’ non-public technical features, architecture, security posture, and the Vendor Management Risk Brief. Customer’s Confidential Information includes Customer Data and Customer’s non-public business information. The Receiving Party will use Confidential Information only as necessary to perform under these Customer Terms; protect it with at least reasonable care; and not disclose it except to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective. Confidential Information does not include information that is or becomes publicly available without breach, was known before disclosure, is rightfully received from a third party, or is independently developed. The Receiving Party may disclose Confidential Information as required by law, with prior notice to the Disclosing Party where lawful.

12.1 Email and In-Product Notices. CuraeSoft may give notice to You by email or through in-product messaging. Notices to CuraeSoft must be sent to coamplifi-support@curaesoft.com. Notices are deemed received the day after sending.

12.2 Privacy Policy. CuraeSoft’s collection and use of Personal Information in connection with the Services is described in the Privacy Policy.

12.3 Modifications. CuraeSoft may modify these User Terms from time to time. Material modifications take effect on the date stated in the notice and require Your re-acceptance at Risk Gate before continued use.

12.4 Waiver. No failure or delay by either party in exercising any right under these User Terms constitutes a waiver of that right.

12.5 Severability. If any provision of these User Terms is held unenforceable, the provision will  be modified to be enforceable to the maximum extent that preserves its intent, and the remaining provisions will remain in full effect.

12.6 Assignment. You may not assign these User Terms. CuraeSoft may assign these User Terms in connection with a corporate reorganisation, merger, acquisition, or sale of substantially all of its assets.

12.7 Entire Agreement. These User Terms, including the Acceptable Use Policy and any terms incorporated by reference, constitute the entire agreement between You and CuraeSoft with respect to Your use of the Services and supersede all prior or contemporaneous agreements on that subject. To the extent of any conflict between these User Terms and the Customer Terms of Service, the Customer Terms prevail for matters of the Organization’s commercial relationship with CuraeSoft.

12.8 Feedback. If You provide CuraeSoft with feedback, suggestions, ideas, or other input regarding the Services (“Feedback”), You grant CuraeSoft an irrevocable, permanent, perpetual, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit the Feedback for any purpose, including incorporating it into the Services, without any obligation, restriction, or compensation to You. You represent that Feedback is Your original work product (or, where it is not, that You have all rights necessary to grant the foregoing license) and does not infringe any third party’s intellectual property, privacy, or other rights. The license granted in this Section 12.8 does not extend to any copyrighted work, trade secret, or other third-party material included in Feedback.

13. Version Control

Each version of this document is dated and archived.

14. Contact

coamplifi-support@curaesoft.com

CuraeSoft Corporation · 39 Beta Court, San Ramon, CA 94583 · Attn: Risk Management

By clicking “I Agree” and/or continuing to use the Services, You: (1) agree to be bound by the Terms & Conditions of this document; (2) consent to receive all related records and disclosures electronically under the federal E-Sign Act (15 U.S.C. § 7001) or California UETA (Cal. Civ. Code § 1633.1); (3) acknowledge your electronic action is your legally binding signature; (4) confirm you have the hardware and software to access and retain these records, and may download or print a copy; (5) understand you may withdraw consent to electronic delivery by
emailing coamplifi-support@curaesoft.com, though doing so may prevent completion of this transaction; (6) represent you are at least 18; (7) acknowledge that you can read, write, and understand the English language; and (8) confirm that you have the legal authority to bind you
as an Authorized User in this legally enforceable agreement.

© 2026 CuraeSoft Corporation. All rights reserved.