Pilot Partner Program Terms

1.1 Parties

These terms are an agreement between suntwenty LLC, doing business as birddog, 1317 Edgewater Drive #2492, Orlando, FL 32804, USA ("birddog," "we," "us"), and the company named on the invoice or signed order form ("Client," "you"). The person accepting confirms they are authorized to bind that company.

1.2 Acceptance

You accept these terms by paying the invoice for your Order Details, or by signing an order form if we send you one. That acceptance has the same effect as a signature.

1.3 Order Details

Your price and specifics are shown on your invoice or signed order form ("Order Details"), including:

• Consulting Services Fee (non-refundable)
• Scope of the Consulting Services
• Year 1 Data License Fee, at the Pilot Partner price
• List price for renewal years
• Monthly Credit Allowance
• Onboarding location and the scheduled first day of the onboarding visit ("Onboarding Day 1")

If the Order Details conflict with these terms, the Order Details win.

1.4 Key terms

"Pilot Period" means the 60 days starting on Onboarding Day 1. "Data" means the company, project and contact information we provide through the birddog platform and APIs. "Consulting Services" means the onboarding and setup work in Section 3.

2.1 Pilot pricing

Pilot Partners receive a discount off the list price of the Year 1 Data License, as shown in their Order Details. The discount applies only when Year 1 is paid in full in advance, and only to Year 1.

2.2 60-day money-back guarantee

If you are not happy for any reason, you can cancel the Data License within 60 days after Onboarding Day 1 (the "Opt-Out Window"). No reason is required.

• How: email us at the email address on your invoice before the Opt-Out Window closes.
• What you get back: 100% of the Year 1 Data License Fee, refunded to your original payment method, or by bank transfer if you paid by wire, within 10 business days.
• What you keep: all Data you received before opting out, which you may keep using under Section 4.
• What ends: your API access and the rest of the license term, once the refund is processed.
• What is not refunded: the Consulting Services Fee (Section 3.6).

If Onboarding Day 1 has not happened within 45 days after payment because of scheduling on your side, the Opt-Out Window starts on day 45 instead. If the delay is on our side, the window starts on the actual Onboarding Day 1. After the Opt-Out Window closes, license fees are non-refundable except as stated in Section 5.5.

2.3 Exit conversation

If you opt out, we may ask for a short call to learn what didn't work. It's optional and doesn't affect your refund.

2.4 Pilot commitments

During the Pilot Period, you agree to make a good-faith effort to:

• join a feedback call every one to two weeks, lasting 15 to 60 minutes; and
• tell us about data quality issues when you notice them.

These are good-faith commitments only. Missing one doesn't affect your price or your refund.

2.5 Founder support

During the Pilot Period, you get direct support from birddog's founder. We'll respond to support requests and data quality reports within 24 hours on business days, then keep you updated until the issue is resolved. After the Pilot Period, you'll receive the standard support included in your subscription tier.

2.6 Marketing

With your prior approval, given in any form, we may name you as a customer, show your logo, and publish case studies, quotes or results about your work with birddog. You approve each use, and you can withdraw approval for future uses at any time.

3.1 Scope

We'll visit your office, meet your team, and set up your prospecting system. Depending on what you need, this may include:

• setting up a CRM from scratch, or integrating with the CRM you already use;
• migrating your existing data, such as spreadsheets, CRM records and lead lists;
• integrating birddog's APIs, plus any data sources you already use for project leads, contact search or verification;
• building AI automations for research, prospecting and contact verification; and
• training your team on AI tools, your CRM and the other systems we set up.

3.2 Your responsibilities

You'll give us timely access to the data and systems the work needs, including spreadsheets, CRMs, AI tool accounts and API keys. You'll also name a point of contact and make your team available for the onboarding visit. We aren't responsible for delays caused by missing access or information.

3.3 Third-party software

You are responsible for buying, owning and paying for any third-party software the project needs, such as a CRM, AI tools or automation platforms, including usage-based fees. We aren't responsible for third-party software, its availability, its pricing, or how it handles your data. You authorize us to access and configure those accounts for you during the engagement.

3.4 Travel

The Consulting Services Fee includes travel for one onboarding visit. We book travel after payment.

3.5 If we can't make it

If we have to reschedule the onboarding visit, we'll find a new date with you at no extra cost. If we can't deliver the onboarding visit at all, we'll refund the Consulting Services Fee.

3.6 Non-refundable

Except under Section 3.5, the Consulting Services Fee is non-refundable once paid. This includes when you opt out of the Data License under Section 2.2.

3.7 End of the engagement

Consulting Services end when the Pilot Period ends. New work after that is covered by a separate statement of work, priced separately.

3.8 Who owns what we build

Once paid, you own the automations, workflows, CRM configurations and other deliverables we build for you ("Deliverables"). We keep ownership of our general know-how, methods, templates and tools, and we may build similar things for other clients. If a Deliverable includes one of our pre-existing templates or tools, you get a permanent, royalty-free license to use it for your internal business. Deliverables that call birddog's APIs need an active Data License for those calls to keep working.

3.9 Who does the work

We may use subcontractors, who are bound by confidentiality obligations at least as protective as these terms. We remain responsible for their work.

4.1 License

During the license term, we grant you a non-exclusive, non-transferable license to access the birddog platform and APIs, and to use the Data for your internal business purposes, including research, prospecting and sales outreach. There's no limit on the number of users in your company.

4.2 Credits

Your Order Details set a Monthly Credit Allowance for contact verification and other credit-based features. Unused credits roll over for one month, then expire. Contacts that come back invalid or unverifiable don't use a credit. We may apply reasonable rate limits to keep the service stable.

4.3 Restrictions

You won't:

• sell, sublicense, share or give the Data to anyone outside your company, including your affiliates;
• use the Data to build or improve a database or product that competes with birddog;
• use the Data to train or fine-tune AI models (using it as input to AI tools in your own workflows is fine);
• scrape the platform, bulk-download beyond normal use, or get around credit limits;
• share your API keys outside your company;
• use the Data to decide anyone's eligibility for credit, employment, insurance or housing; or
• use the Data for spam, harassment or any unlawful purpose.

4.4 After the license ends

Data you received while your license was active, including before an opt-out, is yours to keep and use for your internal business purposes. Sections 4.3, 4.6 and 4.7 continue to apply to it.

4.5 Data quality

Data is compiled from public records, publicly available information and third-party data providers, and changes constantly. We make best efforts to keep it accurate, but we provide it "as is" and don't guarantee that it is accurate or complete. We'll investigate any data quality issue you report and update you in line with the support terms in Section 2.5.

4.6 Your compliance

You're responsible for using the Data lawfully. That includes laws on email, phone and text outreach, such as CAN-SPAM, the TCPA, GDPR and ePrivacy rules, and honoring opt-out and do-not-contact requests.

4.7 Removal requests

If we tell you that a person has asked to be removed from birddog, you'll stop using their Data for outreach.

4.8 Feedback, usage data and contributions

You help make birddog better in three ways:

• Feedback: we may use any feedback or suggestions you give us, with no obligation to you.
• Usage data: we may collect data about how you use the platform and its results, such as verification outcomes and email bounces. We use it to run and improve birddog, and only share it in aggregated or de-identified form.
• Contributions: where our integrations connect to your CRM, corrections to birddog records (for example, a new email address, job title or company) may flow back to improve birddog's dataset. Contributions are limited to business contact and company details. We never take your customer lists, deals, pipeline or notes, and we never identify you as the source.

4.9 Suspension

We may suspend API access if you materially breach Section 4.3, fail to pay, or create a security risk. We'll give you notice first where we reasonably can, and restore access once the issue is fixed.

4.10 Changes to the platform

birddog is growing, and features may change. We won't materially reduce the core functionality you've paid for during your current license term.

5.1 Payment

Fees are in US dollars. The Consulting Services Fee and the Year 1 Data License Fee are invoiced together and due in full 21 days before Onboarding Day 1. You can pay by card, or by bank transfer (ACH) or wire at a 3% discount from the card price.

5.2 Taxes

Fees don't include taxes. You pay any sales, use, VAT or similar taxes that apply, other than taxes on our income.

5.3 License term

The Data License runs for 12 months from the day the Opt-Out Window starts under Section 2.2, which is normally Onboarding Day 1. We may give you access before then at no extra charge, for example to prepare your data before the visit.

5.4 Automatic renewal

The Data License renews for another 12 months at our then-current list price unless either of us cancels renewal. We'll send the renewal invoice, showing the renewal price, 30 days before the renewal date, and a reminder 14 days before. Either party can cancel renewal by email before the renewal date. The Pilot Partner discount doesn't apply to renewals.

5.5 Termination for breach

Either of us may end this agreement if the other materially breaches it and doesn't fix the breach within 30 days after written notice. If you end it because of our breach, or if we discontinue the birddog service, we'll refund the unused portion of your prepaid license fees, pro rata. If we end it because of your breach, no refund is due.

5.6 Late payment

If a renewal invoice isn't paid within 15 days of its due date, we may suspend access until it's paid.

5.7 When the agreement ends

Your API access ends. Section 4.4 governs the Data you already have, and the sections listed in Section 8.9 continue to apply.

6.1 Confidentiality

Each of us will keep the other's non-public business information confidential and use it only for this agreement. Your CRM data, customer lists and business plans are your confidential information. Our API documentation, pricing and non-public product information are ours. This doesn't cover information that is public, already known to the receiver, independently developed, or received lawfully from someone else. Either of us may disclose information when the law requires it, after notifying the other where allowed. These obligations last for three years after the agreement ends, and for trade secrets as long as they stay secret.

6.2 Your data

You own the data in your systems. We access and use it only to deliver the Consulting Services and the Data License, and as described in Section 4.8.

6.3 Security

We use reasonable technical and organizational safeguards to protect your data, and limit access to people who need it. If we become aware of a security breach affecting your data, we'll notify you without undue delay, and within 72 hours.

6.4 Tools we use

We may use third-party tools to do the work, such as AI model providers and automation platforms. Where possible, we use the accounts you own. We'll give you a list of the tools that process your data on request.

6.5 Access to your systems

We keep access to your systems only while we're providing services to you, including ongoing support. When this agreement ends, or sooner if you ask, we'll remove our access and delete any copies of your data we hold. Exceptions are data we need for services you still use, Contributions under Section 4.8, and anything the law requires us to keep.

6.6 Personal data and GDPR

When we handle personal data in your systems on your behalf, you're the controller and we're your processor. If you're subject to GDPR or UK data protection law, our Data Processing Addendum applies and forms part of this agreement. For the Data we provide, each of us is responsible for our own compliance. You're responsible for having a lawful basis for your use and for giving any notices required to the people you contact.

7.1 birddog's property

We own the birddog platform, APIs, database, software, documentation, and our know-how, templates and tools. Except for the licenses stated in these terms, nothing here transfers any of our rights to you.

7.2 Your property

You own your data and, once paid, the Deliverables described in Section 3.8.

7.3 Promises we both make

Each of us promises that it has the authority to enter this agreement and will comply with the laws that apply to it.

7.4 Our work

We'll perform the Consulting Services professionally and consistent with industry standards.

7.5 What we can't promise

We're building birddog with our pilot partners and work hard to keep it running smoothly. Sales results depend on many things outside our control, so we can't guarantee any particular pipeline, revenue, reply rate or deliverability. Except as stated in these terms, the platform, APIs, Data and Services are provided "as is," and to the extent the law allows, we disclaim implied warranties, including merchantability and fitness for a particular purpose.

7.6 Limits on liability

Neither of us is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or data. Each party's total liability under this agreement is capped at the fees you paid us in the 12 months before the claim. These limits don't apply to your payment obligations, your breach of Section 4.3, or your obligations under Section 7.7.

7.7 Your indemnity

You'll defend us against third-party claims, and pay resulting damages, costs and reasonable legal fees, arising from:

• your use of the Data, including your outreach and any claim under anti-spam, telemarketing or privacy laws;
• your breach of Section 4.3; or
• the data and third-party software you provide or use.

We'll notify you promptly of any claim, let you control the defense, and cooperate reasonably. You won't settle a claim in a way that admits fault for us or binds us without our consent.

8.1 Governing law

The laws of the State of Wyoming, USA govern this agreement, without regard to conflict-of-law rules. For any claim that Section 8.2 allows to be brought in court, and to confirm or enforce an arbitration award, the state courts in Sheridan County, Wyoming, and the federal courts for the District of Wyoming have exclusive jurisdiction, and each of us consents to it. The UN Convention on Contracts for the International Sale of Goods doesn't apply.

8.2 Disputes and arbitration

Informal resolution. Before starting arbitration, the party raising a dispute will give the other written notice describing it, and both of us will try in good faith to resolve it for 30 days after that notice.

Binding arbitration. Any dispute arising out of or relating to this agreement that is not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be heard by a single arbitrator, conducted in English, and seated in Sheridan County, Wyoming; hearings may be held by video if the arbitrator allows. The arbitrator's award is final and binding, and judgment on it may be entered in any court with jurisdiction.

Exceptions. Either of us may bring an individual claim in small claims court if it qualifies. Either of us may also ask a court for an injunction or other urgent relief to stop a breach of Section 4.3 or Section 6, or a misuse of its intellectual property, without first going through informal resolution or arbitration.

8.3 Notices

Notices are by email: to birddog at the email address on your invoice, and to you at the billing email on your invoice, or another address either of us provides in writing.

8.4 Relationship

"Partner" is the name of this program, not a legal partnership. We're independent contractors. Neither of us can bind the other or act as its agent, except as needed to configure your third-party accounts under Section 3.3.

8.5 Assignment

Neither of us may transfer this agreement without the other's written consent, except to a successor in a merger, acquisition or sale of substantially all of its business.

8.6 Events outside our control

Neither of us is responsible for delays or failures caused by events beyond reasonable control, such as natural disasters, travel disruptions, outages of third-party services, or government action. This doesn't excuse payment obligations.

8.7 Changes to these terms

We may update these terms by emailing you at least 30 days in advance. Updates apply from your next renewal, unless you agree sooner or the law requires otherwise.

8.8 Entire agreement

These terms and your Order Details are the entire agreement between us on this subject, and replace any earlier discussions. If these terms are translated, the English version controls. If a court finds any part unenforceable, the rest stays in effect. Not enforcing a right isn't a waiver of it.

8.9 What survives

Sections 3.8, 4.3 through 4.8, 5.5, 6, 7 and 8 continue after this agreement ends.