Terms of service.

Version 1.1 · Effective 16 October 2026

These Platform Terms of Service (the “Terms”) govern access to and use of the Boulton platform. They are entered into between BayRise Capital Partners LLC d/b/a Boulton AI (“Boulton,” “we,” “us”) and the entity identified on the Order Form (“Client,” “you”).

These Terms are incorporated by reference into your Order Form. Together, the Order Form and these Terms form the “Agreement.” By accepting these Terms and submitting an Order Form, you agree to be bound. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

1. Agreement Overview

Boulton owns and operates a proprietary software platform for outbound client acquisition and account-based marketing (the “Platform”). Under this Agreement, Boulton grants Client a subscription license to access and use the Platform, as described in Section 3.

This engagement is provided on a month-to-month basis and is terminable by either Party in accordance with Section 15. There is no minimum term and no minimum spend commitment beyond the then-current paid month.

Client may additionally elect a Managed Service option, under which Boulton operates the Platform on Client’s behalf as described in Section 5. The Managed Service option is elective, priced separately as an additional line item, and applies only if elected on the Order Form.

2. Definitions

“Platform” means Boulton’s proprietary software application and all associated software, models, prompts, workflows, sequencing engines, enrichment and data services, deliverability tooling, reply routing, reporting interfaces, and related technology made available to Client under this Agreement, together with any updates, modifications, or enhancements.

“Order Form” means the ordering document — whether accepted electronically within the Platform or executed as a separate document — that identifies the Parties, the selected package, the fees, the Managed Service election, and the Effective Date.

“Metered Send” means any outbound email message initiated and transmitted by the Platform’s sequencing engine to a prospect recipient, including both initial (first-touch) messages and all subsequent follow-up messages within a sequence. Metered Sends do not include: (i) replies generated by the Platform’s reply agent or otherwise sent in response to an inbound prospect message within an existing conversation thread; (ii) system, verification, deliverability, or administrative emails generated by the Platform; or (iii) internal test messages. Exclusion from Metered Sends does not affect Client’s approval of and responsibility for such replies under Section 7.8.

“Subscription Fee” means the recurring monthly license fee set forth on the Order Form.

“Client Data” means: (a) the prospect records, contact lists, target parameters, message content, and campaign-specific outputs that Client (or Boulton on Client’s behalf under the Managed Service option) loads into, generates within, or exports from the Platform; and (b) the documents, transcripts, files, links, and other materials Client uploads, provides, or otherwise makes available to Boulton for onboarding, configuration, or campaign development, together with the information extracted from those materials by the Platform.

“Contact Data” means factual business contact and company information contained within Client Data — including individual name, job title, employer, business email address, business telephone number, business address, and company firmographic attributes such as industry, headcount, revenue band, and location. Contact Data expressly excludes Client’s targeting selections, segmentation, prioritization, campaign associations, and message content, all of which remain Client Data and are not Contact Data.

“Aggregate Data” means data derived from Client’s use of the Platform that has been de-identified and aggregated such that it does not identify Client or any individual, including performance benchmarks, deliverability metrics, response-pattern signals, and usage statistics used to operate, secure, and improve the Platform.

“Client Infrastructure” means the sending domains, sender accounts and inboxes, and any third-party tools or subscriptions that are procured by or for Client, subscribed to by, or owned by Client and that are not part of the Platform, including those described in Section 6.1.

“AI Providers” means the third-party artificial-intelligence and large-language-model providers Boulton engages to deliver the Platform, as identified in Section 17 (Subprocessors).

“Autonomous Features” means any Platform functionality that generates, schedules, or transmits messages without Client’s review of each individual message before transmission, including campaign sequencing once launched, AI-drafted follow-ups, and the reply agent.

“Boulton-Sourced Data” means company and contact information that Boulton or its providers source, enrich, verify, or supply through the Platform, whether or not it is subsequently loaded into Client Data.

“Losses” means all losses, damages, liabilities, judgments, settlements, fines, penalties, administrative monetary penalties, interest, costs, and expenses (including reasonable attorneys’ and experts’ fees and costs of responding to any investigation, inquiry, or subpoena), whether actual, contingent, or prospective.

3. License Grant and Restrictions

3.1 Grant

Subject to Client’s compliance with this Agreement and payment of all fees, Boulton grants Client a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Term, solely for Client’s own internal business purposes.

3.2 Restrictions

Client shall not, and shall not permit any third party to:

• copy, modify, translate, or create derivative works of the Platform;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, prompts, or underlying methodologies of the Platform, except to the extent this restriction is prohibited by applicable law;
• resell, sublicense, rent, lease, or otherwise provide access to the Platform to any third party, or use the Platform to perform outbound services on behalf of any third party (for clarity, this restricts Client from operating the Platform as a service bureau for its own clients; it does not restrict Boulton from operating the Platform on Client’s behalf under Section 5);
• access or use the Platform to build, train, or improve a competing product or service;
• circumvent, disable, or interfere with usage limits, security features, or metering of the Platform;
• scrape, harvest, or extract the Platform’s underlying data sets, model outputs, or proprietary content other than Client Data; or
• remove, obscure, or alter any proprietary notices contained in the Platform.

4. Fees and Payment

4.1 Fees

Client shall pay the fees set forth on the Order Form. Fees are additive line items: a Base Subscription Fee applies in all cases; a Managed Service Fee applies only if elected; Additional Volume fees apply only if provisioned.

All fee amounts, the included Metered Send allowance, the size and price of additional volume blocks, and any other quantities are as stated on the Order Form. These Terms do not fix any amount or quantity; the Order Form governs. Different clients may be offered different packages, allowances, and prices.

4.2 Payment Terms

Client authorizes Boulton to automatically charge Client’s payment method on file, by ACH bank debit or credit card, for all fees due under this Agreement, and shall keep a valid payment method on file at all times. The Subscription Fee (and the Managed Service Fee, if elected) is charged automatically each month in advance. Volume overage charges are provisioned and charged in advance under Section 4.3. All fees are non-refundable except as expressly stated in this Agreement. Data enrichment and related data services used by the Platform are included in the Subscription Fee. Client Infrastructure is paid by Client, either directly to vendors or through Boulton as stated on the Order Form.

4.3 Volume Ceiling and Hard Cap

Client’s monthly Metered Send allowance is the sum of the included volume plus any additional volume blocks Client has provisioned. This total is the “Volume Ceiling.” The Platform enforces the Volume Ceiling as a hard cap: when Client reaches its Volume Ceiling in a given calendar month, the Platform will cease initiating further Metered Sends for the remainder of that month. Sending resumes automatically at the start of the next calendar month, or earlier if Client provisions (and pays for) an additional volume block. Client is responsible for monitoring its volume; Boulton will make usage information available within the Platform. Boulton is not liable for campaign delays, missed sequence steps, or other consequences arising from Client reaching its Volume Ceiling.

4.4 Non-Payment

If Client’s payment method fails or a charge is not honored, Boulton may restrict Client’s access to the Platform to read-only, suspend Metered Sends, or suspend access entirely until payment is resolved.

4.5 Fee Changes

Boulton may change fees effective at the start of any subsequent monthly billing cycle on thirty (30) days’ written notice (email sufficient). If Client does not accept a fee change, Client’s sole remedy is to terminate under Section 15.2 before the change takes effect.

4.6 Taxes

Fees are exclusive of taxes. Client is responsible for all sales, use, and similar taxes, excluding taxes on Boulton’s income.

5. Managed Service Option

If elected on the Order Form, Boulton will operate the Platform on Client’s behalf, including: target market mapping, list building and segmentation, messaging framework development, sequence configuration and deployment, deliverability monitoring, reply triage, and ongoing optimization. Lead and reply handoffs are delivered to Client’s designated contact for follow-up.

The Managed Service is operational execution performed on Client’s instructions and with Client’s approval, which Client gives in accordance with Section 7.8. Client retains ownership of, and sole responsibility for, the selection of its target market, the approval of message content, and the legal right to contact the prospects loaded into or targeted through the Platform. Boulton’s operation of the Platform under this option does not transfer to Boulton any responsibility or liability for Client’s target selection, message content, or contact rights, all of which remain governed by Section 6 in both the self-service and Managed Service postures.

Boulton does not guarantee any specific lead volume, meeting volume, reply volume, revenue, closed transactions, or business outcomes under the Managed Service option. The disclaimers in Section 11 and limitations in Section 12 apply in full. Either Party may add or remove the Managed Service option on thirty (30) days’ written notice (email sufficient), effective at the start of the next monthly billing cycle, without affecting the remainder of this Agreement.

6. Client Responsibilities and Acceptable Use

6.1 Client Infrastructure

Sending domains, sender accounts, and inboxes used for Client’s campaigns are Client Infrastructure. They are provisioned for Client’s sole use, used only for Client’s campaigns, and are the property and responsibility of Client. At Client’s direction, Boulton may set up, configure, or procure Client Infrastructure through third-party providers (such as ScaledMail), acting solely as Client’s agent. In doing so, Boulton does not acquire ownership of Client Infrastructure and does not assume responsibility for it. Client controls Client Infrastructure, is responsible for its lawful use, for the identity and content presented through it, and for compliance with the providers’ terms, and authorizes Boulton to operate it on Client’s behalf to deliver the Platform. Boulton does not warrant Client Infrastructure and is not responsible for domain reputation, inbox placement, blocklisting, or deliverability outcomes, which depend on Client Infrastructure, Client’s message content, Client’s lists, and recipient behavior. Any fees for Client Infrastructure that Boulton pays to a provider on Client’s behalf are included in, or charged in addition to, Client’s fees as stated on the Order Form. On termination, Boulton will transfer or return Client Infrastructure and administrative credentials to Client as described in Section 15.6, subject to provider terms and payment of amounts due.

6.2 Contact Rights and Compliance

Client represents and warrants that, in both the self-service and Managed Service postures, it has a lawful basis and the right to contact each prospect it loads into, targets through, or messages via the Platform, and that its use of the Platform and the content of its messages comply with all applicable laws and regulations, including without limitation the CAN-SPAM Act, CASL, the Telephone Consumer Protection Act (to the extent applicable), the GDPR, and applicable state privacy and anti-spam laws. This responsibility remains with Client even where Boulton operates the Platform on Client’s behalf.

6.3 Sender Identification and Opt-Out

Client shall provide and maintain a valid physical postal address — ordinarily Client’s company office address — for inclusion in commercial messages sent through the Platform, and shall keep it current. The address must be one at which Client can receive mail, and will appear in the signature of messages sent on Client’s behalf.

Client acknowledges that applicable law requires commercial email to identify the sender’s physical address and to provide a functioning opt-out mechanism.

Boulton provides opt-out handling within the Platform. Specifically: the Platform records and honors opt-out requests received in reply to a message, suppressing that recipient from further sending by that Client; and Boulton maintains a platform-wide do-not-contact list, published at boulton.ai/do-not-contact, which is checked before any message is sent and which suppresses a recipient across all clients.

Client is responsible for the opt-out content of its messages and for its configuration choices where the Platform offers configurable control over message elements.

6.4 Acceptable Use

Client shall not use the Platform to: (a) transmit unlawful, deceptive, harassing, defamatory, or infringing content; (b) message individuals or entities for whom Client lacks a lawful basis or required consent; (c) upload, import, or message any purchased, rented, leased, harvested, scraped, or otherwise third-party-acquired contact list, or any list obtained in violation of applicable law or third-party terms (including directory or website terms prohibiting solicitation), unless Client has independently verified that it has a lawful basis and any required consent to contact each person on it and can produce records of that basis on request. This Section 6.4(c) restricts lists Client uploads; it does not restrict Boulton-Sourced Data supplied through the Platform, which remains subject to Section 7.10; (d) send malware, phishing, or fraudulent content; or (e) engage in any activity that materially harms the deliverability, security, or integrity of the Platform or of shared sending infrastructure.

6.5 Suspension

Boulton may suspend Metered Sends, or suspend Client’s access to the Platform, in whole or in part, if Boulton reasonably determines that Client’s use (i) violates Section 6.2, 6.3, or 6.4, (ii) poses a security, legal, or deliverability risk to the Platform or to other clients, or (iii) is required to be suspended by law or by a vendor. Where practicable, Boulton will provide notice and an opportunity to cure. Suspension does not relieve Client of its payment obligations for the then-current paid month, except where the suspension results solely from Boulton’s fault.

6.6 Sender and Initiator

As between the Parties, Client is the sole sender, initiator, and originator of every message sent through the Platform or on Client’s behalf, including messages generated or sent by Autonomous Features and messages sent in the course of the Managed Service. Client is the person who sends, causes to be sent, or permits to be sent each such message, and the person who initiates, procures, or originates it, within the meaning of the CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), the GDPR and UK GDPR, the Telephone Consumer Protection Act, and any similar law. Boulton provides the Platform solely as a tool operated at Client’s direction and is not the sender, initiator, or originator of any message. Client represents and warrants that (a) it is authorized to send, and to authorize the sending of, commercial electronic messages on behalf of each organization identified as a sender; (b) each individual named as a sender has consented to that use of their name; and (c) all sender identification information Client provides is accurate and not misleading.

7. Data, Ownership, and Artificial Intelligence

This Section states how Boulton handles Client Data. Read it together with Boulton’s Privacy Policy and the subprocessor list in Section 17.

7.1 Client Data

As between the Parties, Client owns all right, title, and interest in and to Client Data. Client grants Boulton a non-exclusive license to host, process, transmit, and display Client Data as necessary to provide, secure, and support the Platform and, if elected, the Managed Service.

7.2 Use of AI Providers

Boulton uses AI Providers to draft message copy, classify inbound replies, extract information from Client-provided materials, and generate campaign strategy. Client Data is transmitted to AI Providers for these purposes.

Boulton engages AI Providers under their commercial or enterprise terms. Boulton does not opt in to any AI Provider program that would permit training on Client Data. Boulton does not train, fine-tune, or develop any artificial-intelligence model on Client Data.

7.3 Contact Data

Client grants Boulton a perpetual, irrevocable, worldwide, royalty-free license to retain, use, verify, correct, enrich, and incorporate Contact Data into Boulton’s proprietary company and contact database, and to use that database to provide the Platform to Boulton’s clients generally.

Client acknowledges that Contact Data consists of factual business information that is not proprietary to Client, and that Boulton independently sources equivalent information from commercial data providers.

Boulton will not disclose to any third party, and will not incorporate into its database in a manner attributable to Client: (a) Client’s targeting selections, segmentation, or prioritization; (b) which companies or contacts Client has targeted, messaged, or engaged; (c) Client’s message content or campaign strategy; or (d) any association between Client and any specific company or contact. This restriction is a material term of this Agreement and survives termination.

Boulton honors individual removal requests. Where a person asks Boulton to remove their information, Boulton will do so and will add them to its platform-wide do-not-contact list, notwithstanding the license granted above. See the Privacy Policy, Section 10.

7.4 Aggregate Data

As between the Parties, Boulton owns all right, title, and interest in and to the Platform and all Aggregate Data. Boulton may collect, generate, and use Aggregate Data to operate, secure, analyze, and improve the Platform and Boulton’s products and services, provided that Aggregate Data does not identify Client or any individual.

For clarity, Boulton may derive from Platform activity — and use for any purpose — insights of the kind: which message structures, offer framings, personas, industries, send timings, and sequence patterns produce better results. Boulton may not use Client’s identity, Client’s specific target list, or Client’s message content in a manner attributable to Client.

7.5 Data Processing and Subprocessors

Boulton processes Client Data solely to provide, secure, and support the Platform and, if elected, the Managed Service. Boulton engages third-party subprocessors — including data sourcing and enrichment, email verification, AI Providers, sending providers, and infrastructure providers — to deliver the Platform. The current list is in Section 17 below, which carries its own last-updated date. Client authorizes Boulton’s use of such subprocessors. Boulton will update Section 17 before engaging a new subprocessor that processes Client Data.

Client represents and warrants that it has provided all notices and obtained all consents and lawful bases necessary for Boulton to process Client Data as contemplated by this Agreement. Each Party will comply with applicable data protection and privacy laws in connection with its performance under this Agreement.

7.6 Security

Boulton encrypts Client Data in transit and encrypts credentials and access tokens at rest, and limits production access to personnel who require it. Boulton does not currently hold a SOC 2 or ISO 27001 certification and makes no representation that it does.

7.7 Security Incident Notification

Boulton will notify Client without undue delay and in any event within seventy-two (72) hours after becoming aware of a security incident resulting in the confirmed unauthorized access to, or disclosure of, Client Data in Boulton’s possession. Notification will describe the nature of the incident, the data affected to the extent known, and the steps Boulton is taking. Notification is not an acknowledgment of fault or liability.

7.8 Approval of Output and Autonomous Features

Client controls whether and when campaigns are launched and whether Autonomous Features are enabled. By launching a campaign, approving a sequence or messaging framework, or enabling any Autonomous Feature (including the reply agent), Client authorizes and is deemed to have reviewed and approved every message generated, scheduled, or sent by the Platform under that campaign or feature, including AI-generated content, whether or not Client reviews any individual message. Client may review output before launch, configure or restrict Autonomous Features, and pause or disable them at any time. Client’s decision not to review, or not to exercise those controls, does not transfer any responsibility or liability to Boulton. Client remains solely responsible for the content, legality, accuracy, and recipients of all such messages.

7.9 Data Protection Roles

For personal data in Client Data that Client provides or loads, Boulton acts as Client’s processor (or service provider) and processes it only on Client’s documented instructions, as set out in this Agreement. Client is the controller, and for messages the sender, of all personal data it uses in its campaigns, including Boulton-Sourced Data once Client selects it for a campaign. For Boulton’s own company and contact database, including Contact Data licensed under Section 7.3, Boulton acts as an independent controller.

7.10 Boulton-Sourced Data

Boulton-Sourced Data is compiled from third-party and public sources, may be outdated, incomplete, or inaccurate, and is provided “AS IS”. BOULTON MAKES NO WARRANTY THAT BOULTON-SOURCED DATA IS ACCURATE, COMPLETE, OR CURRENT, OR THAT ITS COLLECTION, PROVISION, OR USE COMPLIES WITH ANY PRIVACY, DATA PROTECTION, ANTI-SPAM, OR MARKETING LAW. Boulton has not provided any notice to, or obtained any consent from, any individual on Client’s behalf. Before contacting or processing data about any person, Client is solely responsible for determining that it has a lawful basis and any required consent for its intended use (including, where Client relies on implied consent under CASL, that the person’s address was conspicuously published without a statement refusing unsolicited messages and that the message is relevant to the person’s role), for providing any required notices, and for complying with all laws governing its use. Client may not rely on any compliance analysis by Boulton. Client’s warranties in Section 6.2 and indemnity in Section 13 apply to Client’s use of Boulton-Sourced Data.

8. Intellectual Property

Boulton retains all right, title, and interest in and to the Platform and all intellectual property rights therein, including all software, models, prompts, workflows, methodologies, know-how, and enhancements. No rights are granted to Client except the limited license expressly set forth in Section 3. If Client provides Boulton with suggestions, feedback, or ideas regarding the Platform, Boulton may use them without restriction or obligation.

9. Confidentiality

Each Party (as “Receiving Party”) agrees to hold in confidence all non-public information disclosed by the other Party (as “Disclosing Party”) in connection with this Agreement (“Confidential Information”). Confidential Information includes business plans, client lists, pricing, financial data, the Platform and its underlying technology, proprietary methodologies, and any information marked or reasonably understood to be confidential.

The Receiving Party will: (a) use Confidential Information solely for purposes of this Agreement; (b) not disclose it to third parties except to employees, contractors, advisors, or subprocessors with a need to know who are bound by comparable obligations; and (c) protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

These obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice where permitted.

Boulton’s use of Contact Data and Aggregate Data as permitted by Section 7 is not a breach of this Section.

Confidentiality obligations survive for two (2) years following termination of this Agreement.

10. Support and Availability

10.1 Support

Boulton provides support by email to Client’s designated contacts at support@boulton.ai during Boulton’s business hours: Monday through Friday, 9:00am to 5:00pm Eastern Time, excluding US federal holidays.

Boulton will use commercially reasonable efforts to meet the following first-response targets, measured from receipt during business hours:

These are targets, not guarantees. They describe Boulton’s intended service level and are not service-level commitments. Boulton offers no service-level credits, refunds, or other remedies for failure to meet a target, and failure to meet a target is not a breach of this Agreement. Targets apply to Boulton’s first substantive response, not to resolution; Boulton does not commit to any resolution timeframe. Boulton may revise these targets under Section 16.4.

10.2 Availability

Boulton will use commercially reasonable efforts to make the Platform available, but does not commit to any specific uptime percentage and provides no service-level credits. Boulton may perform maintenance, which may temporarily interrupt availability. The Platform depends on third-party providers, including AI Providers, sending providers, and infrastructure providers, whose outages are outside Boulton’s control.

10.3 Beta and Preview Features

Boulton may make features available that are identified as beta, preview, early access, or similar. Such features are provided “AS IS,” may be incomplete or discontinued at any time, are excluded from the support targets in Section 10.1, and are excluded from all warranties. Client’s use of them is at Client’s own risk.

11. Warranty Disclaimer

THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. BOULTON EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BOULTON DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND PROVIDES NO GUARANTEE OF UPTIME, AVAILABILITY, OR EMAIL DELIVERABILITY.

THE PLATFORM USES ARTIFICIAL INTELLIGENCE TO GENERATE MESSAGE COPY, CLASSIFY REPLIES, DRAFT AND SEND REPLIES WHERE CLIENT HAS ENABLED AUTONOMOUS FEATURES, AND PRODUCE STRATEGY MATERIALS. AI-GENERATED OUTPUT MAY BE INACCURATE, INCOMPLETE, OR INAPPROPRIATE. CLIENT SHOULD REVIEW OUTPUT AND CONFIGURE AUTONOMOUS FEATURES BEFORE ENABLING THEM; WHETHER OR NOT CLIENT DOES SO, ALL OUTPUT SENT UNDER A CAMPAIGN OR FEATURE CLIENT HAS LAUNCHED OR ENABLED IS DEEMED APPROVED BY CLIENT UNDER SECTION 7.8.

BOULTON-SOURCED DATA IS PROVIDED AS DESCRIBED IN SECTION 7.10 AND WITHOUT ANY WARRANTY OF ACCURACY OR LEGAL COMPLIANCE.

BOULTON DOES NOT GUARANTEE ANY LEAD VOLUME, MEETING VOLUME, REPLY VOLUME, REVENUE, CLOSED TRANSACTIONS, OR BUSINESS OUTCOMES. RESULTS DEPEND ON A VARIETY OF FACTORS, INCLUDING MARKET CONDITIONS, CLIENT’S OFFERINGS AND PRICING, CLIENT INFRASTRUCTURE, RESPONSE HANDLING, AND CLIENT’S OWN SALES EXECUTION.

12. Limitation of Liability

12.1 Cap

EXCEPT FOR THE EXCLUDED OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO BOULTON UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Excluded Obligations

The cap in Section 12.1 does not apply to: (a) Client’s indemnification obligations under Section 13; (b) Client’s breach of Section 3 (License Restrictions), Section 6 (Client Responsibilities and Acceptable Use), or any representation or warranty given by Client in Section 6 or Section 7; (c) Client’s obligation to pay fees and other amounts due; (d) either Party’s breach of Section 9 (Confidentiality); or (e) Boulton’s breach of Section 7.3 (Contact Data restrictions).

12.3 Excluded Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THIS SECTION 12.3 DOES NOT LIMIT CLIENT’S OBLIGATIONS UNDER SECTION 13 OR SECTION 12.2(b)–(c).

12.4 Basis of the Bargain

The Parties agree that the fees reflect this allocation of risk.

13. Indemnification

13.1 By Client

Client shall defend, indemnify, and hold harmless Boulton and its affiliates, officers, members, employees, contractors, and agents from and against all Losses arising out of or relating to any claim, demand, action, complaint, investigation, or proceeding by any third party, including any message recipient, data subject, or class of them, any internet, mailbox, or infrastructure provider, and any governmental or regulatory authority (including the CRTC, the Office of the Privacy Commissioner of Canada, the FTC, any state attorney general, and any EU or UK supervisory authority), to the extent arising out of or relating to: (a) Client Data or Client’s use of Boulton-Sourced Data; (b) any message sent through the Platform or on Client’s behalf, including messages generated or sent by Autonomous Features or in the course of the Managed Service; (c) Client’s lack of a lawful basis, consent, or right to contact any recipient; (d) Client Infrastructure; (e) Client’s breach of this Agreement or of any representation or warranty; or (f) Client’s violation of applicable law. This obligation applies in both the self-service and Managed Service postures, survives termination, and is not subject to the limitations in Section 12. Boulton may participate in the defence with counsel of its choice, and, for any regulatory matter, may control its own response at Client’s expense.

13.2 By Boulton

Boulton shall defend, indemnify, and hold harmless Client from and against any third-party claim alleging that the Platform, as provided by Boulton and used in accordance with this Agreement, infringes such third party’s intellectual property rights. Boulton’s obligations under this Section do not apply to claims arising from Client Data, Client Infrastructure, Client’s message content, AI-generated output, including output deemed approved under Section 7.8, or Client’s combination of the Platform with any product or service not provided by Boulton.

13.3 Process

The indemnified Party must promptly notify the indemnifying Party of the claim and reasonably cooperate in the defense. The indemnifying Party controls the defense and settlement, provided no settlement imposing liability on the indemnified Party is made without consent.

14. Independent Contractor

Boulton is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship, except that Boulton acts as Client’s agent for the limited purpose described in Section 6.1. Boulton retains full discretion over the methods and means of providing the Platform and any elected services.

15. Term and Termination

15.1 Term

This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated. There is no minimum term.

15.2 Cancellation by Client

Client may cancel at any time, for any reason, without notice, through the Platform or by written notice to Boulton (email sufficient). Cancellation takes effect at the end of the then-current paid billing period: Client retains full access to the Platform, including sending, through that date, and is not charged for any subsequent period. Fees already paid for the current period are non-refundable, and no partial-month refunds or credits are issued.

15.3 Termination by Boulton

Boulton may terminate for convenience on thirty (30) days’ written notice (email sufficient), effective at the end of the then-current paid billing period.

15.4 Termination for Cause

Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within ten (10) days after written notice, or immediately and without cure period in the case of Client’s breach of Section 3 (License Restrictions), Section 6 (Client Responsibilities and Acceptable Use, including Section 6.6), or Section 7.8 (Approval of Output and Autonomous Features).

15.5 Effect of Termination

Upon cancellation under Section 15.2 or termination under Section 15.3, Client’s license and access to the Platform cease at the end of the then-current paid billing period. Upon termination for cause under Section 15.4, Client’s license and access cease immediately on the effective date of termination, and Boulton is not obligated to refund fees for the remainder of the period.

In all cases: (a) all fees earned through the effective date remain due and payable; (b) Client Infrastructure remains the property of Client; and (c) Sections 6.6, 7, 8, 9, 11, 12, 13, and 16 survive.

15.6 Data Export and Retention After Termination

For thirty (30) days following the effective date of termination or cancellation, Boulton will make Client Data available to Client for export in a commercially reasonable format.

After that period, Boulton retains Client Data in accordance with its Privacy Policy, Section 8. Boulton does not operate automated deletion on a fixed schedule. For the avoidance of doubt: (i) suppression and do-not-contact records are retained indefinitely so that opt-out requests continue to be honored; and (ii) Contact Data and Aggregate Data survive termination per Sections 7.3 and 7.4.

On Client’s request made within that thirty (30) day period, Boulton will transfer or return to Client the Client Infrastructure it set up or procured under Section 6.1, together with its administrative credentials, subject to the providers’ terms and payment of all amounts due.

If the Managed Service option was elected, Boulton will provide reasonable transition cooperation during the notice period, including returning administrative credentials to Client Infrastructure and delivering Client Data and campaign documentation.

16. General Provisions

16.1 Governing Law

Governed by the laws of the State of Florida, without regard to conflict of laws principles.

16.2 Dispute Resolution

Any dispute shall first be submitted to good-faith negotiation. If unresolved after thirty (30) days, the Parties shall submit to formal mediation in Pasco County, Florida, before initiating litigation, sharing the mediator’s costs equally. If mediation does not resolve the dispute, either Party may pursue legal resolution exclusively in the state or federal courts located in Pasco County, Florida, and each Party consents to exclusive personal jurisdiction and venue.

16.3 Entire Agreement

The Order Form together with these Terms constitutes the entire agreement and supersedes all prior discussions, proposals, and understandings. In the event of a conflict, the Order Form controls as to the commercial terms it addresses; these Terms control in all other respects.

16.4 Changes to These Terms

Boulton may modify these Terms. Boulton will provide at least thirty (30) days’ notice (email to Client’s designated contact, or in-Platform notice) before a material change takes effect, and will identify the new version.

Changes take effect at the start of Client’s next monthly billing cycle following the notice period. Client’s continued use of the Platform after that date constitutes acceptance. If Client does not accept a material change, Client’s sole remedy is to terminate under Section 15.2 before the change takes effect; Boulton will not enforce the changed terms against Client during the notice period.

A change that materially reduces Client’s rights or materially increases Client’s obligations will not apply retroactively. The version in effect at Client’s acceptance governs until a change takes effect under this Section. Superseded versions are listed in Section 18 (Version History).

A change to the subprocessor list in Section 17 is not a change to these Terms and does not trigger the notice mechanism in this Section.

16.5 Assignment

Client may not assign without Boulton’s prior written consent, not to be unreasonably withheld. Boulton may assign to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, including a corporate reorganization separating the Boulton business from BayRise Capital Partners LLC.

16.6 Publicity

Boulton may identify Client as a customer and use Client’s name and logo for marketing, promotional, and reference purposes, unless Client opts out by written notice (email sufficient). Client may opt out at any time, and Boulton will cease new uses within thirty (30) days, provided Boulton is not required to recall materials already distributed.

16.7 Force Majeure

Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, internet or vendor outages, AI Provider outages or service changes, labor disputes, or governmental actions.

16.8 Notices

Notices shall be in writing and delivered by email to the addresses on the Order Form. Boulton may also provide notice through the Platform.

16.9 Severability

If any provision is held unenforceable, the remaining provisions continue in full force.

16.10 Counterparts and Electronic Acceptance

This Agreement may be executed in counterparts, including electronic signatures. Client’s electronic acceptance within the Platform constitutes execution.

17. Subprocessors

Last updated 9 September 2026

This section is maintained separately from the rest of these Terms. A change to this list is not an amendment to these Terms (Section 16.4). Boulton will update this section before engaging a new subprocessor that processes Client Data.

17.1 Boulton’s subprocessors

These providers are engaged by Boulton under Boulton’s own contracts.

Where ScaledMail provisions sending domains or inboxes for a Client’s campaigns, Boulton engages them as Client’s agent under Section 6.1, and those domains and inboxes are Client Infrastructure.

17.2 Client-connected integrations

These are not Boulton’s subprocessors. They are accounts the Client owns, under the Client’s own contract, which the Client authorizes Boulton to operate on its behalf.

17.3 EmailBison — depends on the Client

EmailBison provides email sequencing and delivery. Depending on the Client, either Boulton provides the account — in which case EmailBison is a Boulton subprocessor under Section 17.1 — or the Client connects its own EmailBison account, in which case it is a client-connected integration under Section 17.2. Clients can determine which applies to them in their workspace settings.

Processing locations are available on request.

18. Version History

Superseded versions will be archived here and remain available. Boulton retains superseded versions so that a Client can retrieve the version in effect at the time of its acceptance.

BayRise Capital Partners LLC d/b/a Boulton AI
16703 Early Riser Ave
Land O Lakes, FL 34638
support@boulton.ai
Terms version 1.1 · 16 October 2026