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TERMS OF SERVICE

N2Open Capital LLC d/b/a N2Open Digital

Effective Date: 07/28/2025
Last Updated: 07/28/2025

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between N2Open Capital LLC, doing business as N2Open Digital ("N2Open Digital," "Company," "we," "us," or "our"), and you ("Customer," "you," or "your") regarding your use of our services.

By accessing or using our services, including our LeadBROKER IO platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.

Company Information:
N2Open Capital LLC d/b/a N2Open Digital
3114 Ivy DR
Loveland, CO 80537
United States

2. DESCRIPTION OF SERVICES

N2Open Digital provides the following services:

2.1 LeadBROKER IO Platform

A marketing automation SaaS platform that includes:

  • Lead generation and nurturing capabilities

  • Customer Relationship Management (CRM)

  • Sales pipeline management

  • Custom automation workflows

  • Document management systems

  • Electronic signature functionality

  • Online calendaring and scheduling

2.2 AI Services

  • Voice AI solutions and processing

  • Chatbot development and deployment

  • Reputation management systems

  • Custom AI integrations

2.3 Process Automation

  • Custom workflow automation

  • Business process optimization

  • System integrations and API connections

2.4 Digital Transformation Services

  • Strategic consulting and planning

  • AI audits and assessments

  • Education and training programs

  • Technology integration with project management

3. ACCOUNT REGISTRATION AND ELIGIBILITY

3.1 Eligibility

You must be:

  • At least 18 years of age

  • Authorized to enter into binding agreements

  • Operating a legitimate business entity

  • Located within the United States

3.2 Account Information

You agree to:

  • Provide accurate, current, and complete information

  • Maintain and update your account information

  • Keep your login credentials secure and confidential

  • Notify us immediately of any unauthorized access

3.3 Account Responsibility

You are responsible for all activities that occur under your account, including actions by employees, agents, or authorized users.

4. ACCEPTABLE USE POLICY

4.1 Permitted Uses

You may use our services only for lawful business purposes in compliance with all applicable laws and regulations.

4.2 Prohibited Uses

You may not:

  • Violate any applicable laws or regulations

  • Infringe upon intellectual property rights

  • Transmit malware, viruses, or harmful code

  • Attempt to gain unauthorized access to our systems

  • Use our services for spam or unsolicited communications

  • Engage in fraudulent or deceptive practices

  • Interfere with or disrupt our services

  • Use our services to compete with our business

  • Process data of individuals under 18 years of age

  • Violate any financial services regulations applicable to your business

4.3 Financial Services Compliance

As our services are used by financial institutions, you agree to:

  • Comply with all applicable lending and financial regulations

  • Obtain appropriate consents for data processing

  • Implement required security measures for financial data

  • Maintain compliance with industry standards

5. DATA PROCESSING AND PRIVACY

5.1 Data Processing Role

N2Open Digital acts primarily as a data processor for Customer data. You retain control and ownership of your data and are responsible for:

  • Obtaining necessary consents from data subjects

  • Ensuring lawful basis for data processing

  • Providing appropriate privacy notices

  • Determining data retention periods

  • Responding to data subject requests

5.2 Data Security

We implement appropriate technical and organizational measures to protect data, including:

  • Encryption of data in transit and at rest

  • Access controls and authentication

  • Regular security monitoring and assessments

  • Incident response procedures

5.3 Data Processing Agreement

For customers processing personal data, a separate Data Processing Agreement (DPA) may be required and will supplement these Terms.

5.4 Voice Recordings

Voice recordings processed through our Voice AI services may be retained indefinitely for compliance and quality assurance purposes unless otherwise specified in writing.

6. PAYMENT TERMS

6.1 Subscription Services

  • SaaS platform subscriptions are billed monthly or annually

  • Payment is due in advance for each billing period

  • Fees are non-refundable except as expressly stated

  • We may change pricing with 30 days' notice

6.2 Custom Services

  • Custom projects are billed according to project agreements

  • Payment terms will be specified in individual statements of work

  • Additional charges may apply for scope changes

6.3 Late Payment

  • Late payments may incur interest charges of 1.5% per month

  • We may suspend services for accounts over 30 days past due

  • You are responsible for all collection costs and fees

7. INTELLECTUAL PROPERTY

7.1 Our Intellectual Property

N2Open Digital retains all rights to:

  • The LeadBROKER IO platform and related software

  • Our proprietary technologies and methodologies

  • Trademarks, service marks, and branding

  • Documentation and training materials

7.2 Customer Data and Content

You retain ownership of your data and content. You grant us a limited license to:

  • Process and store your data to provide services

  • Use aggregated, de-identified data to improve our services

  • Create backup copies for security and continuity

7.3 Feedback and Improvements

Any feedback, suggestions, or ideas you provide may be used by us without obligation or compensation to you.

8. SERVICE LEVEL AND AVAILABILITY

8.1 Service Availability

We strive to maintain 99.5% uptime for our SaaS platform, excluding:

  • Scheduled maintenance windows

  • Force majeure events

  • Third-party service outages

  • Customer-caused disruptions

8.2 Support Services

We provide:

  • Email support during business hours

  • Documentation and self-service resources

  • Training materials and user guides

  • Escalation procedures for critical issues

8.3 Maintenance

We may perform maintenance that temporarily affects service availability. We will provide reasonable notice when possible.

9. LIMITATIONS OF LIABILITY

9.1 Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR SERVICES DURING THE 12 MONTHS PRECEDING THE CLAIM.

9.3 Excluded Damages

WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

9.4 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control, including natural disasters, government actions, or third-party service failures.

10. INDEMNIFICATION

You agree to indemnify and hold harmless N2Open Digital from claims arising from:

  • Your use of our services

  • Your violation of these Terms

  • Your violation of applicable laws or regulations

  • Infringement of third-party rights by your data or content

  • Your failure to obtain necessary consents or authorizations

11. TERM AND TERMINATION

11.1 Term

These Terms remain in effect while you use our services.

11.2 Termination by You

You may terminate your account at any time with written notice. You remain responsible for all charges incurred before termination.

11.3 Termination by Us

We may terminate or suspend your account for:

  • Violation of these Terms

  • Non-payment of fees

  • Illegal or harmful use of our services

  • Business discontinuation with 30 days' notice

11.4 Effect of Termination

Upon termination:

  • Your access to services will cease

  • We will provide data export capabilities for 30 days

  • Confidentiality obligations survive termination

  • Payment obligations for services rendered remain due

12. CONFIDENTIALITY

12.1 Mutual Confidentiality

Both parties agree to protect confidential information disclosed during the business relationship.

12.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available through no breach of this agreement

  • Was known prior to disclosure

  • Is independently developed

  • Must be disclosed by law

13. THIRD-PARTY INTEGRATIONS

13.1 Third-Party Services

Our platform may integrate with third-party services. You are responsible for:

  • Complying with third-party terms of service

  • Obtaining necessary licenses and permissions

  • Ensuring data sharing compliance

13.2 No Warranty

We do not warrant the performance or availability of third-party services and are not liable for their actions or failures.

14. GOVERNING LAW AND DISPUTES

14.1 Governing Law

These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles.

14.2 Jurisdiction

Any disputes shall be resolved in the state or federal courts located in Larimer County, Colorado.

14.3 Dispute Resolution

Before filing any lawsuit, the parties agree to attempt good faith negotiation for 30 days.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between the parties.

15.2 Modifications

We may modify these Terms by providing 30 days' written notice. Continued use of services constitutes acceptance of modified Terms.

15.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations without restriction.

15.5 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

15.6 Notices

All notices must be in writing and sent to the addresses specified in these Terms.

16. CONTACT INFORMATION

For questions about these Terms:

Legal Department
N2Open Capital LLC d/b/a N2Open Digital
3114 Ivy DR
Loveland, CO 80537
Email: [email protected]
Phone: 970-213-2700

For general business inquiries: [email protected]

These Terms of Service are effective as of 07/28/2025 and govern your use of services provided by N2Open Capital LLC d/b/a N2Open Digital.

© Copyright N2Open Digital 2025