These Terms of Service ("Terms") are a binding agreement between you ("you," "your," or "User") and Appenda, Inc., a Delaware corporation ("Appenda," "Company," "we," "us," or "our"), covering your access to and use of appenda.ai (the "Site"), the Appenda application (including desktop and web clients), cloud-hosted workspace and team features, APIs, agent tooling, enrichment marketplace integrations, and related products that link to these Terms (together, the "Services").
PLEASE READ THESE TERMS BEFORE USING THE SERVICES. THEY INCLUDE BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, A PRIOR MEDIATION STEP, A JURY TRIAL WAIVER, AND A CLASS ACTION WAIVER (SECTION 20), WHICH AFFECT YOUR LEGAL RIGHTS.
Browsing the Site may be subject to these Terms by notice posted on the Site. Creating an account, starting a trial, or purchasing paid Services requires your affirmative agreement to these Terms and our Privacy Policy(for example, by checking a box or clicking a button labeled "I agree" or similar). If you do not agree, do not create an account, start a trial, or purchase the Services.
1. Acceptance of Terms
1.1 Binding agreement
By affirmatively agreeing (including via checkbox or "I agree" control) when you create an account, start a trial, or purchase, you agree to these Terms and our Privacy Policy. Other policies apply only if we link them and they are published. A Data Processing Agreement binds only when executed or expressly accepted (see Section 6.6). Accessing or browsing the Site may also be subject to these Terms where we post notice. Appenda may log the Terms version, timestamp, and method of assent for audit and compliance.
1.2 Changes
We may update these Terms from time to time. For material changes, including changes to payment terms or dispute resolution, we will provide notice by email to the address on your account and by in-product notice, and we will post the updated Terms on the Site. Continued use of the Services after the effective date means you accept the updated Terms. If you do not accept a material change, you may cancel before the effective date; cancellation stops future renewals but does not entitle you to a refund of fees already paid for the then-current prepaid period, except where law requires. This Section 1.2 is the detailed rule for material changes; other sections that mention updates incorporate this process by reference.
1.3 Eligibility
The Services are for users who are at least 18 years old and able to form a binding contract. We do not knowingly collect personal information from children under 16. See our Privacy Policy for details.
1.4 Key definitions
Customer Organization means the workspace, team, or organization for which paid or shared features are provided. Subscription means a paid plan that grants access to paid features for a billing period. Trial means a time-limited evaluation of paid or premium features we offer, which may not require a payment method up front. Credits (or usage allowances) means metered capacity licensed for use during an applicable period under your plan or purchase. An admin's acceptance of these Terms binds the Customer Organization.
2. Services description
2.1 What Appenda provides
Appenda is go-to-market software. For paid and premium plans, the Services are primarily cloud-hosted: your workspace, collaboration, and related features run on Appenda's infrastructure (subject to your plan and region). A desktop or other client may also be available. Free or limited plans may store more Customer Content on your device instead of in Appenda cloud, as described in-product and in our Privacy Policy.
Depending on your plan and configuration, the Services may include:
- cloud workspaces for tables, views, commits, and team administration;
- a desktop or client app that may keep workspace data on-device for free or limited tiers, or that connects to cloud features on paid plans;
- agent tooling and adapters that run with providers you authorize;
- marketplace and HTTP integrations that send or receive data when you configure and approve them;
- APIs, documentation, and related product surfaces;
- product usage analytics and telemetry (for example via PostHog or similar tools) that help us operate and improve the Services across plans, including free tiers. Telemetry is not a substitute for, and is distinct from, Customer Content you store in a workspace.
Appenda is not a contact-data broker. We do not sell a shared prospecting database of third-party contacts as the core product. Enrichment and similar outputs come from providers you choose, or from your own Customer Content, subject to those providers' terms.
2.2 Free and limited tiers
Free or limited plans are provided as-is, may change or end at any time, include product telemetry as described above and in our Privacy Policy, and carry no service-level commitment. Paid or premium features require an active Subscription, Trial, or other access we expressly enable.
2.3 Limitations
The Services are subject to plan limits, technical constraints, data availability from third parties, and applicable law. Features may differ by plan, region, or beta status.
2.4 No outcome guarantees
We do not guarantee specific business results such as pipeline volume, reply rates, enrichment match rates, agent accuracy, meetings booked, or ROI. Pilots and evaluations are technical feasibility engagements unless a signed order form says otherwise.
3. Eligibility and registration
3.1 Account creation
Certain features require an account. You agree to provide accurate, current information and keep it updated. Creating an account requires affirmative agreement to these Terms and our Privacy Policy as described in Section 1.
3.2 Authority to bind
If you register or accept these Terms for a company or other entity, you represent that you have authority to bind that entity. In that case, "you" means the entity.
3.3 One account; no evasion
You may not create multiple accounts for the same person or entity to evade limits, suspensions, or payment obligations without our prior written consent. We may merge or close duplicate accounts.
3.4 Workspace or organization as customer
Paid features are typically sold at the workspace, team, or organization level (the Customer Organization). Individual seats and users act for that Customer Organization. The Customer Organization is responsible for fees, usage, Customer Content, and compliance by its authorized users. An admin's acceptance binds the Customer Organization.
3.5 Active subscription for paid features
Use of paid or metered features requires an active Subscription, Trial, or other access we expressly enable. If a Subscription expires, is canceled, past due, or suspended, we may suspend or terminate access for that Customer Organization and its users, revoke API keys, and stop processing jobs, without liability and without refund except where law requires.
4. Account security
You are responsible for safeguarding credentials, API keys, and device access. Use strong unique passwords, do not share credentials, and notify us promptly of unauthorized use at [email protected]. You are responsible for activity under your account unless it results solely from our breach of these Terms.
5. Subscriptions, payment, and disputes
Subscriptions and usage are billed to the Customer Organization. Buying seats, Credits, or add-ons does not create a right to use paid features without an active Subscription in good standing, except as we expressly state.
5.1 Payment terms
By subscribing, purchasing Credits or capacity, or ordering paid Services, you agree to pay all fees, taxes, and overages for your plan or order. Subscription fees are due in advance for each billing period. Usage-based charges and overages may be billed in arrears under the same payment authorization. You authorize Appenda and our payment processors to charge your payment method for recurring fees, renewals, usage-based charges, taxes, and other amounts due. Keep billing details current. If payment fails or is late, we may suspend or limit access, disable keys, withhold deliverables, or terminate the account without liability.
5.1A Trials
We may offer a free Trial without requiring a payment method up front. Trial length and included features are as stated in-product at signup. To continue on a paid plan after the Trial, you must add a payment method and affirmatively subscribe or pay. If you do not convert before the Trial ends, paid or premium features stop; free or limited access may continue as offered under your plan. We will not charge you unless a payment method is on file and you complete an affirmative subscribe or purchase action.
5.2 Billing cycle and auto-renewal
Subscriptions renew automatically at the end of each billing period (monthly or annual, as selected) unless you cancel or turn off auto-renewal before the applicable deadline. You can cancel or turn off auto-renewal in-product through billing settings; email to [email protected]is an additional channel and is not the only path. Renewal charges are non-refundable except where law requires or a signed agreement says otherwise. For terms longer than thirty-one (31) days, you may turn off auto-renewal in billing settings or by emailing [email protected] at least thirty (30) days before renewal (the "Non-Renewal Deadline"). Where required by law, we will use commercially reasonable efforts to send advance notice of the renewal date and amount, and how to manage auto-renewal. Turning off auto-renewal stops the next renewal only; it does not refund or shorten the current paid period.
If the price of your plan increases for a renewal term, we will give advance notice before the renewal charge. If you do not accept the new price, you may cancel effective at the end of the then-current period. You remain responsible for fees for that current period, and those fees are not refundable except where law requires.
5.3 Cancellation
You may cancel or turn off auto-renewal at any time in-product through billing settings, without needing to email or call as the only method. You may also contact [email protected] as an additional channel. After cancellation, access continues until the end of the then-current paid period. You will not receive a refund for fees already paid, unused time, unused Credits or allowances, setup or custom work, or data already delivered, except where law requires.
5.4 No refunds
Except where required by applicable law or expressly stated in a separate written agreement signed by Appenda, all payments are final and non-refundable. We do not provide refunds, credits, charge reversals, or prorations for partial periods, unused services, unused Credits or allowances, dissatisfaction with enrichment or agent quality, delayed customer implementation, failure to cancel before renewal, suspension or termination for breach, customer-side technical issues, or a decision to stop using the Services. Digital access, software licenses, API capacity, exports, reports, and other delivered outputs cannot be returned and have no cash value once provisioned.
5.5 Billing disputes
If you believe a charge was made in error, email [email protected] within fifteen (15) calendar days after the charge or invoice date with enough detail for us to investigate. Charges not disputed within that period are deemed accepted to the maximum extent permitted by law. We may, in our sole discretion, issue a correction, service credit, or refund only if we confirm a billing error on our side. Dissatisfaction with product quality, match rates, agent outputs, or third-party provider results is not a billing error.
5.6 Chargebacks and payment disputes
You agree to contact Appenda at [email protected] to resolve billing issues, subscription disputes, or unrecognized charges before initiating any chargeback, payment reversal, bank dispute, or card-network challenge. Improper, fraudulent, or unsupported chargebacks and disputes are a material, non-curable breach of these Terms. Subscription fees, software access, and usage allowances are digital goods and services delivered when access is enabled or capacity is provisioned to your account. Individual enrichment, agent, or sync outcomes are not guaranteed (see Sections 2 and 6).
By registering, subscribing, or purchasing, you agree that:
- Proof of delivery. Our ordinary business records (subscription status, seat grants, credit or usage balances, API and job logs, and account activity) are prima facie evidence that digital services or allowances were provisioned. Quality or accuracy disputes about individual results do not negate that Services or allowances were provisioned and do not excuse bypassing the contact-first process above.
- Statement descriptors and renewals. Charges may appear under descriptors such as APPENDA, APPENDA.AI, APPENDA APP, APPENDA INC, or similar (including spaced or punctuated variants). You are responsible for reviewing your statements. Subscribing is opt-in consent to recurring charges. Cancel or turn off auto-renewal before the renewal charge (and observe the Non-Renewal Deadline for longer terms).
- Administrative fee for bad-faith or unsuccessful disputes. If you file a chargeback, payment reversal, or card-network dispute after failing to contact us as required above, and (i) the dispute is resolved in Appenda's favor, or (ii) we reasonably determine the dispute was filed in bad faith or without merit, you agree to pay an administrative fee of $150.00 USD per chargeback or dispute case. The fee applies once per dispute filing with a bank or card network for a disputed payment event. It is not charged per row, enrichment, Credit, or API call. It is a reasonable pre-estimate of network fees and internal handling costs. Invoice, ACH, wire, and other non-card disputes are subject to the same contact-first rule, fee (where a network or bank dispute is filed and the conditions above apply), suspension, and license remedies.
- Suspension and revocation. On notice of a chargeback or billing dispute, we may immediately suspend or terminate access, revoke unconsumed Credits or allowances, disable API keys, withhold pending deliverables, and block future purchases associated with your domain, organization, payment methods, or users. Suspension does not relieve amounts already owed.
- License revocation after successful chargeback. If a chargeback succeeds, licenses granted for the disputed transaction are revoked. You must destroy copies of outputs obtained solely under that disputed purchase where we reasonably request, and we may deactivate related integrations.
5.7 Usage allowances, credits, and rollover
Unless your plan or a signed order form says otherwise, unused seats, usage allowances, or Credits expire at the end of the applicable billing cycle and do not roll over. They are licenses to use the Services during the period, not stored value, property, or cash. They cannot be transferred, exchanged, or refunded. Once capacity is consumed for a metered action (including agent runs, sync jobs, API calls, or marketplace calls we meter), the use cannot be undone and we do not replace capacity based on the quality or completeness of a particular result. Metered actions may consume capacity whether the result is a match, no-match, empty, error from a third-party provider, or otherwise incomplete. Expired, promotional, trial, or forfeited allowances are not refundable. For Credits or allowances already purchased for a paid period, we will not change the expiration or value rules applicable to that period mid-period except to address abuse, security, or legal requirements. Unconsumed Credits do not revive a lapsed Subscription. We may change expiration, throttling, and allocation policies for future periods with thirty (30) days' notice, or immediately to address abuse, security, legal risk, or plan changes.
If a plan expressly includes rollover for purchased topoff Credits, that rollover applies only as stated in the plan and only while the Subscription remains active. Provider-side credits or balances held with third-party enrichment vendors are governed by those vendors, not by Appenda.
5.8 Pricing changes
We may change list prices or unit costs for metered features. We will use commercially reasonable efforts to give notice of material changes. Changes do not entitle you to a refund of amounts already due. Enterprise customers may negotiate fixed pricing in a signed order form. Price increases that apply at renewal are also governed by Section 5.2.
5.9 Taxes and collections
Fees are exclusive of taxes unless stated otherwise. You are responsible for sales, use, VAT, GST, withholding, and similar charges, excluding taxes based on Appenda's income. If any withholding tax applies, you must gross up payments so Appenda receives the full amount owed after withholding. If you claim a tax exemption, provide valid exemption certificates before we invoice or charge. Appenda or our payment processor may collect taxes as required by law. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. You agree to reimburse reasonable collection costs, including agency fees, court costs, chargeback fees, and attorneys' fees.
6. Customer Content and data processing
6.1 Customer Content
"Customer Content" means tables, rows, fields, files, commits, prompts, agent transcripts, configuration, and other data you or your organization create, import, or submit through the Services. As between you and Appenda, you retain ownership of Customer Content. During your subscription or access term, you may export Customer Content via the product's export tools where available, and as described in Section 14.4.
6.2 Our role
Appenda acts in dual roles. For Customer Content processed in the Services on your instructions, you are typically the controller (or equivalent) and Appenda is a processor (or service provider). Appenda is the controller for the Site, accounts, billing, security, and product telemetry and analytics, as described in our Privacy Policy. We do not sell Customer Content. We do not use Customer Content to build a shared prospecting database for other customers. We do not use Customer Content to train foundation models for Appenda or for third-party AI providers, except under a separate written agreement that expressly authorizes such training.
6.3 License to operate the Services
You grant Appenda a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Content solely to provide, secure, operate, and support the Services for you, and as otherwise described in the Privacy Policy and any applicable DPA.
6.4 Accuracy and third-party results
Outputs from agents, sync, marketplace providers, or HTTP integrations may be incomplete, outdated, mismatched, or wrong. You must verify important information before relying on it for outreach, compliance, or production systems. Dissatisfaction with results does not entitle you to a refund or chargeback when Services or allowances were provisioned.
6.5 Your compliance
You are solely responsible for ensuring that your use of the Services, Customer Content, and any third-party outputs complies with applicable law, including privacy, anti-spam, telemarketing, employment, and industry rules. Appenda does not provide legal advice or consent management for your campaigns.
6.6 Data Processing Agreement
A Data Processing Agreement binds the parties only when executed or expressly accepted (for example via an order form or in-product acceptance). Until then, these Terms and the Privacy Policy apply. If a DPA is in effect and conflicts with these Terms on personal-data processing, the DPA controls. Contact [email protected] for the current DPA.
6.7 Representations
You represent that you have all rights and consents needed to provide Customer Content and to use the Services with that content, and that you will not submit payment card data, government identifiers, health data, children's data, or other restricted categories unless we expressly authorize it in writing and appropriate safeguards apply.
7. Acceptable use and prohibited activities
7.1 Acceptable use
Use the Services only for lawful purposes and in line with these Terms. Do not use them for fraud, harassment, unauthorized access, or to disrupt the Services or other users.
7.2 Prohibited activities
Local files, databases, caches, and binaries on your machine remain subject to these Terms. You may export or manage your own Customer Content as the product allows; you may not use desktop access to defeat plan limits, security, or Appenda IP.
You may not:
- scrape, crawl, harvest, or bulk-download the Site, APIs, cloud Services, or documentation beyond authorized product use;
- reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, models, protocols, encryption design, or trade secrets of the Services or desktop binaries, except to the limited extent applicable law or an open-source license for a component forbids this restriction (and then only for the legally permitted purpose);
- modify, patch, crack, inject into, hook, or otherwise tamper with the desktop application, installer, updater, bundled adapters, or related binaries to alter behavior, remove notices, or defeat controls (subject to Section 7.2 open-source exceptions and Section 9.2);
- bypass, disable, forge, or circumvent license checks, plan or seat limits, feature flags, payment or subscription verification, write fences, rate limits, authentication, authorization, telemetry used for abuse prevention, update or code-signing checks, or other technical restrictions in the desktop app or cloud Services;
- redistribute, host, mirror, sublicense, or share the desktop application, modified builds, license keys, activation tokens, or credentials, or operate a timeshare / multi-tenant service on top of a single licensed install without our prior written consent;
- extract, copy, or republish proprietary schemas, IPC or API contracts, matching or ranking logic, non-public documentation, or other Appenda IP from a local install for use outside your licensed use of the Services (exporting your own Customer Content is permitted);
- access, decrypt, copy, or exfiltrate another person's or organization's workspace data, keys, or credentials from a shared or compromised device, or from Appenda local storage, without authorization;
- use the Services, documentation, desktop internals, or outputs to build, train, benchmark, or improve a competing product or shared contact database;
- resell, sublicense, timeshare, or provide the Services (including cloud capacity or agent/marketplace access obtained through a desktop client) to third parties without our prior written consent;
- remove or alter proprietary notices, trademarks, or attribution in the Services, desktop packaging, or materials we provide;
- use the Services to send unlawful spam or fail to honor opt-outs, unsubscribes, or do-not-contact obligations that apply to you;
- create multiple accounts, devices, or installs to exceed limits or evade enforcement, suspension, or billing;
- use fraudulent, stolen, or unauthorized payment methods, or file unsupported chargebacks or payment reversals;
- use the Services for credit, insurance, employment, housing, lending, tenant screening, education, healthcare eligibility, criminal justice, consumer reports, or any purpose regulated by the Fair Credit Reporting Act or similar laws;
- use agents, automations, UI scripting, or local tooling to take destructive actions without human approval where the product requires approval, to bulk-export or abuse APIs beyond plan limits, or to violate these Terms at scale;
- upload malware or interfere with infrastructure, other customers, third-party providers, or the integrity of Appenda clients or update channels.
The Services are not a consumer reporting agency and do not provide consumer reports under the FCRA. You warrant that you will not use the Services or their outputs as FCRA consumer reports or for FCRA-regulated eligibility decisions.
We may suspend or terminate access, revoke licenses, and refuse updates or cloud features if we reasonably believe you violated this Section 7.2, including via a tampered or unauthorized desktop build.
8. Agents, AI features, and third-party providers
8.1 Your authorization
Agent and AI features may send prompts, schemas, or selected Customer Content to model providers you enable (for example Anthropic, OpenAI, or Cursor) under those providers' terms. Appenda facilitates connections and transmission; it is not the principal for model vendors. You are responsible for approvals, provider terms, what you authorize agents to do, and reviewing outputs before they write to storage or call external systems.
8.2 Marketplace and HTTP integrations
When you connect enrichment or other marketplace providers, or configure custom HTTP requests, you instruct Appenda to transmit the fields you map. Appenda facilitates those connections and transmissions; unless a signed order form says otherwise, Appenda is not the seller, broker, or agent of enrichment providers. Those providers process data under their own terms and privacy notices. You are responsible for approvals and provider terms. Appenda is not responsible for provider accuracy, uptime, or lawful use of returned data.
8.3 No automated legal decisions by Appenda alone
You (not Appenda) are the decision-maker for legal or similarly significant effects that use agent or enrichment outputs. Appenda does not make such decisions about individuals solely by automated means as controller of Customer Content. You remain responsible for how your organization uses those outputs in your own processes.
8.4 Beta and preview features
Beta, preview, or experimental features must be labeled or identified as such. They are provided AS IS, may change or end at any time, and are not covered by any SLA unless a signed agreement says otherwise. You should not rely on Beta features for production-critical work without accepting that risk. AI outputs are not legal, compliance, or professional advice.
9. Intellectual property
9.1 Appenda IP
As between the parties, Appenda and its licensors own the Services, Site, software, documentation, branding, and all related intellectual property ("Appenda IP"). These Terms do not transfer ownership of Appenda IP to you. All rights not expressly granted are reserved.
9.2 Limited license
Subject to these Terms, timely payment, and an active subscription where required, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Services for your internal business purposes. That grant includes a limited license to download, install, and run the desktop application on devices you control, solely for licensed use under your plan. You may not redistribute or modify the desktop application except as permitted in Section 7.2. The license for paid features ends when the subscription ends; free or limited local use may continue as your plan allows. Local Customer Content remains yours. Open-source components are subject to their own licenses; reverse-engineering restrictions yield to mandatory rights under those licenses and applicable law.
9.3 Feedback
If you give feedback or suggestions, you grant Appenda a perpetual, irrevocable, worldwide, royalty-free license to use that feedback without restriction or attribution. Feedback is not your Confidential Information.
9.4 Trademarks; sponsorships and endorsements
"Appenda," the Appenda logo, product names, and related names, logos, designs, and slogans are trademarks or trade dress of Appenda or its affiliates (the "Appenda Marks"). Except for fair nominative use that accurately identifies Appenda and does not suggest affiliation beyond the facts, you may not use the Appenda Marks without our prior written permission.
No implied sponsorship."Sponsorship" means any statement, placement, badge, co-branding, press mention, case study, ad, social post, repository, package name, domain, or other use that would reasonably suggest Appenda funds, partners with, hosts, or officially supports you, your product, event, or content. Listing Appenda as a tool you use, or truthful factual references required for interoperability, is not sponsorship by itself. You may not claim or imply sponsorship, partnership, joint venture, or official status unless we have agreed in a signed writing (or a written brand-use approval we issue for that specific use).
No implied endorsement."Endorsement" means any use that would reasonably suggest Appenda recommends, certifies, guarantees, or stands behind your company, product, service, content, data quality, compliance posture, or results. Marketplace presence, agent adapters, logos of third parties shown in the product, customer quotes we publish about you (if any), or your use of Appenda do not constitute our endorsement of you, and your use of Appenda does not constitute your endorsement of Appenda beyond what you separately agree in writing. You may not use the Appenda Marks in a way that implies endorsement without our prior written permission.
We may revoke any trademark permission at any time. On revocation or request, you must promptly stop the non-compliant use. Nothing in Section 16 (Publicity) grants you rights in the Appenda Marks beyond what that section expressly allows for our use of your marks.
9.5 Equitable relief
Unauthorized use of Appenda IP may cause irreparable harm. We may seek injunctive and other equitable relief without posting a bond, in addition to other remedies.
10. Privacy and security
Our Privacy Policy explains how we collect and use personal information. We implement safeguards designed to protect Customer Content, but no system is perfectly secure. See also our Security page for high-level practices. Where Customer Content is stored on your device under a free or limited plan, device security and local keys remain your responsibility. Product analytics and telemetry may still be sent to Appenda as described in the Privacy Policy.
11. APIs
If we provide APIs, access requires an active subscription in good standing where applicable. You must protect API keys, not share them outside your Customer Organization, and stay within rate limits and quotas. We may throttle, rotate, or revoke keys for security, abuse, payment, or platform risk. We do not guarantee specific uptime except under a signed SLA. We may modify or deprecate endpoints with commercially reasonable notice where practicable, except for security or legal urgency. You may not use APIs to create a substitute for the Services, exceed quotas via multiple accounts, or sublicense access without consent.
12. Third-party services
12.1 Scope
The Services may link to, embed, recommend, or integrate with products and services we do not own or operate ("Third-Party Services"). Examples include identity and SSO providers, payment processors, analytics and error monitoring, cloud infrastructure, model and agent vendors, enrichment and data APIs, CRMs and sequencers, email or messaging tools, custom HTTP endpoints you configure, open source components, app stores, and websites linked from our Site or docs.
12.2 Separate terms
Third-Party Services are governed by their own terms, privacy notices, acceptable use rules, and pricing. Your relationship with each provider is between you and that provider. Enabling a connection, pasting an API key, approving an OAuth grant, or mapping fields is your instruction to use that Third-Party Service. Appenda facilitates connections and transmission; unless a signed order form says otherwise, Appenda is not the seller, broker, or agent of enrichment providers, and is not the principal for model vendors. You remain responsible for approvals and each provider's terms.
12.3 No control or warranty
We do not control and are not responsible for Third-Party Services' content, security, availability, accuracy, lawful processing, retention, or business practices. We do not warrant that any integration will remain available, compatible, or feature-complete. Changes or outages at a third party may degrade or break related Appenda features without entitling you to a refund, except where a signed agreement says otherwise or law requires.
12.4 Credentials and data you send
You are responsible for keys, tokens, and credentials you supply (including bring-your-own-key setups), for the scopes you grant, and for Customer Content or other data you choose to send to a Third-Party Service. When you save credentials in Appenda (vault or similar features), we encrypt them in transit and at rest in local and cloud storage, solely to operate integrations you enable, as described in the Privacy Policy and Security materials. Residual risk remains: no method of transmission or storage is perfectly secure. Appenda is responsible for its vault safeguards to the extent of these Terms and their liability caps. Appenda is not liable for third-party misuse of credentials or data you authorize that party to receive, or for losses from credentials you share outside the product. Use least-privilege keys, rotate regularly, and revoke access at the provider when you stop using an integration.
12.5 No affiliation from listing
Showing a third-party name, logo, or connector in Appenda (including marketplace catalogs, agent adapters, or docs) does not mean Appenda sponsors, endorses, certifies, or partners with that provider, or that the provider sponsors or endorses Appenda, unless a signed agreement says so. Third-party marks remain their owners' property.
12.6 Your compliance
You must comply with applicable Third-Party Service terms and law when using integrations (including anti-spam, privacy, and export rules). Disputes about a provider's bills, data quality, or account actions are between you and that provider. If a Third-Party Service suspends you or Appenda because of your use, we may suspend the related integration without liability.
13. Modifications and availability
We may modify, suspend, or discontinue parts of the Services at any time. For material discontinuation of generally available features, we will give commercially reasonable notice where practicable and provide an export path for Customer Content, except in emergencies or where required for security or law. We aim for high availability but do not guarantee uninterrupted access except under a signed SLA. Planned maintenance, emergencies, and events beyond our reasonable control may cause downtime. Unless a signed SLA says otherwise, downtime, delays, or accuracy complaints do not entitle you to refunds or credits.
14. Term and termination
14.1 Term
These Terms apply while you use the Services or while your Customer Organization has an active subscription, and afterward for provisions that by nature survive.
14.2 Suspension
We may throttle, suspend, limit, or disable access to some or all of the Services (including accounts, workspaces, API keys, desktop license checks, and integrations) at any time, in our sole discretion, with or without prior notice or cause, and without obligation to explain or offer cure. Examples include security, legal, payment, chargeback, abuse, load, or reputational risk; past-due, expired, or canceled subscriptions; suspected fraud or Terms violations; requirements of law, a payment network, or a third-party provider; or a business decision that continued access is not appropriate. Suspension does not relieve fees already owed and does not create a refund right except where Section 5 or applicable law requires.
14.3 Termination
We may terminate these Terms, your account, your Customer Organization's access, or any license at any time, for any reason or no reason, with or without prior notice, and without obligation to explain. Enumerated grounds (including breach, non-payment, chargebacks, Section 7.2, or Section 14.2) are examples only. Termination for convenience does not create a refund right except where Section 5 or applicable law requires. For a reasonably curable material breach that does not involve security, payment, IP misuse, scraping, illegal activity, or similar risk, we may give up to ten (10) days' notice to cure, but we need not offer cure or delay termination where risk would increase or we terminate for convenience. You may stop using the Services at any time; stopping use does not cancel a paid subscription or create a refund right except as stated in Section 5. On termination, your right to use the Services ends immediately.
14.4 Effect of termination
On termination or expiration: (a) access ends and keys may be revoked; (b) accrued fees, chargeback administrative fees, interest, and collection costs remain due; (c) unused credits or allowances expire with no refund, including on termination for convenience, except where applicable law requires; (d) if Customer Content is held in Appenda cloud Services, you will have thirty (30) days after termination to export it if technically available, after which we may delete it in the ordinary course subject to the DPA and legal retention; and (e) local copies on your devices remain your responsibility to manage. On-device workspace data is not automatically deleted by Appenda when a cloud subscription ends or when you cancel paid access.
14.5 Survival
Sections 5, 6 through 9, 12, 14.4, 14.5, 15, 17 through 21, 23, and 25 survive termination, as do any other provisions that by their nature should survive.
15. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would treat as confidential, including pricing, order forms, non-public product features, and security materials. It excludes information that is public through no fault of the recipient, was already known without duty, is independently developed, or is rightfully received from a third party without confidentiality duty. The recipient will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need to know and are bound by similar obligations. Compelled disclosure is allowed with reasonable advance notice where lawful. These obligations last three (3) years after disclosure (and longer for trade secrets while they remain trade secrets).
16. Publicity
Unless you opt out by emailing [email protected], we may identify your Customer Organization by name and logo in customer lists and marketing materials. Other use of your marks needs your prior written consent. Your use of Appenda marks remains subject to Section 9.4.
17. Disclaimer of warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY DATA OR OUTPUT WILL BE ACCURATE OR COMPLETE.
18. Limitation of liability
18.1 Exclusion of indirect damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF THESE TERMS OR THE SERVICES, REGARDLESS OF THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Section 18.1 does not limit your payment obligations, either party's liability for IP misuse or breach of Section 15, or either party's indemnification obligations under Section 19.
18.2 Aggregate cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, APPENDA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO APPENDA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THESE LIMITS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Your payment obligations are not capped by this Section 18.2.
18.3 Exceptions
Sections 18.1 and 18.2 do not limit: (a) your payment obligations; (b) either party's indemnification obligations under Section 19; (c) either party's breach of Sections 7, 9, 11, or 15 (including misuse of the other party's IP or Confidential Information); (d) either party's fraud or willful misconduct; or (e) liability that cannot be limited under applicable law.
19. Indemnification
19.1 By you
You will defend, indemnify, and hold harmless Appenda and its affiliates, officers, directors, employees, agents, and licensors from claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your Customer Content; (b) your misuse of the Services or use in violation of these Terms (including Section 7); (c) illegal use of the Services; (d) your use of third-party providers, integrations, or outputs; (e) your outreach or other downstream activities; (f) payment disputes or chargebacks; or (g) allegations that your activities violate privacy, anti-spam, consumer protection, telemarketing, employment, credit, sanctions, export, or similar laws.
19.2 By Appenda (IP)
Appenda will defend you against third-party claims that the Services, as provided by Appenda and used in accordance with these Terms, infringe that third party's U.S. intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Content, your misuse, combination with non-Appenda items, Beta features, or third-party provider data or models. If infringement is alleged, we may modify the Services, procure a license, or terminate the affected feature with a pro-rata refund of prepaid fees for the unused portion of the then-current term for that feature only.
19.3 Procedure
For any indemnity under this Section 19: (a) the indemnified party will give prompt written notice of the claim (failure to notify relieves the indemnifying party only to the extent prejudiced); (b) the indemnifying party controls the defense and settlement; (c) the indemnifying party will not settle any claim that imposes an obligation on, or admits fault by, the indemnified party without that party's prior written consent, not to be unreasonably withheld; and (d) the indemnified party will provide reasonable cooperation at the indemnifying party's expense.
20. Dispute resolution and governing law
20.1 Governing law
These Terms and any dispute arising from them or the Services are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), governs the interpretation and enforcement of the arbitration agreement in this Section 20. The UN Convention on Contracts for the International Sale of Goods does not apply.
20.2 Informal resolution
If a dispute arises out of or relates to these Terms or the Services, and before commencing mediation or arbitration (other than claims described in Section 20.7), the parties will try in good faith to settle it through direct discussions: written notice to [email protected] (or the email on your account) and a conference period of thirty (30) days from receipt of that notice.
20.3 Mediation (condition precedent)
If informal resolution under Section 20.2 fails or thirty (30) days pass without resolution, then before commencing arbitration under Section 20.4 (and as a condition precedent to arbitration), a party must first file a request for mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures, except: (a) claims under Section 20.7; (b) if a party fails to participate in mediation in good faith; or (c) if mediation is not completed within thirty (30) days after a mediation request is filed with the AAA (or a longer period the parties agree in writing), either party may commence arbitration. Mediation may be by video conference and, unless the parties agree otherwise in writing, will be treated as confidential settlement discussions and will not delay Section 20.7 relief.
20.4 Binding arbitration (AAA Commercial Arbitration Rules)
The Services are offered for business and professional use. By agreeing to these Terms, you represent that you use the Services for business or professional purposes and not for household consumer purposes, to the maximum extent that representation is accurate. This Section 20 binds you and any Customer Organization on whose behalf you accept these Terms. All Users who agree to these Terms are subject to the AAA Commercial Arbitration Rules as stated below.
Except for claims described in Section 20.7 or optional small-claims actions below, any controversy or claim arising out of or relating to these Terms, the Services, or the breach thereof, including the scope, validity, or enforceability of this arbitration agreement (to the fullest extent permitted by the FAA and applicable law), shall be settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules (including, as applicable, the AAA Expedited Procedures), as those rules exist when the arbitration is commenced. Judgment on the award may be entered in any court having jurisdiction. Either party may bring an individual claim in small claims court for disputes within that court's jurisdictional limits, in lieu of arbitration, without waiving arbitration of larger claims under the Commercial Arbitration Rules.
Arbitration is in English. The seat is Wilmington, Delaware, United States, unless the parties agree otherwise in writing. Hearings may be by video or, if ordered in person, in Wilmington or another location the arbitrator selects for fairness and efficiency. A single arbitrator decides unless the AAA Commercial Arbitration Rules require otherwise or the parties agree in writing to a three-arbitrator panel. The arbitrator may award any relief available in court under these Terms and applicable law, except relief inconsistent with Section 18 or class, collective, or representative proceedings. The AAA Commercial Arbitration Rules and Commercial Mediation Procedures are incorporated by reference. Except as limited by the FAA or applicable law, the arbitrator has exclusive authority over disputes relating to the interpretation, applicability, enforceability, or formation of this Section 20. Unless required by law or needed to enforce an award or seek Section 20.7 relief, the parties will keep the arbitration confidential. This Section 20 survives termination.
20.5 Jury trial and class action waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND APPENDA EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION, AND NOT IN ANY CLASS OR REPRESENTATIVE ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THE CLASS ACTION WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) MUST PROCEED IN COURT UNDER SECTION 20.8, AND THE REMAINDER OF THIS SECTION 20 REMAINS IN EFFECT.
20.6 Mass arbitration protocol
If twenty-five (25) or more similar arbitration demands are filed against the same party by or with the same or coordinated counsel, or by coordinated claimants, within a ninety (90) day period (or a similar threshold under the AAA Commercial Arbitration Rules then in effect), the parties will meet and confer in good faith on efficient case management. The AAA may administer related demands in batches, and staged or bellwether proceedings may proceed as the AAA Commercial Arbitration Rules allow. Filing and administrative fees will be allocated under the AAA Commercial Arbitration Rules unless the arbitrator orders otherwise. Nothing in this Section 20.6 authorizes class or collective arbitration.
20.7 Exceptions: courts for IP, security, and collections
Notwithstanding Sections 20.3 and 20.4, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to stop actual or threatened infringement, misappropriation, or misuse of that party's intellectual property or Confidential Information, or unauthorized access to the Services or related systems, without first completing informal resolution, mediation, or arbitration, and without waiving the right to arbitrate other claims. Appenda may bring claims for unpaid fees, chargebacks, administrative fees under Section 5.6, or collection of amounts owed in the courts described in Section 20.8 (or any court where you are subject to jurisdiction) without a prior mediation or arbitration period. Filing for such relief does not waive arbitration of any other arbitrable claim.
20.8 Court venue for non-arbitrable matters and award enforcement
Subject to the arbitration agreement above, the state and federal courts located in Delaware have exclusive jurisdiction over (a) claims that are not subject to arbitration under Section 20.7 or applicable law; (b) applications to compel arbitration, stay litigation, or confirm, modify, or vacate an arbitration award; and (c) any other judicial proceedings permitted by the FAA or these Terms. You and Appenda consent to personal jurisdiction there and waive objections based on venue or forum non conveniens.
20.9 Attorneys' fees
In an action or arbitration to enforce payment obligations or protect Appenda IP, the prevailing party may recover reasonable attorneys' fees and costs from the other party, in addition to other relief, unless the AAA Commercial Arbitration Rules or applicable law provide otherwise for fee allocation.
21. Export controls and sanctions
The Services may be subject to U.S. export control and sanctions laws, including EAR and OFAC programs. You represent on an ongoing basis that you are not located in, organized under the laws of, or a resident of a comprehensively sanctioned country or territory, and that you are not on a U.S. prohibited-party list. You will not use or export the Services in violation of those laws, and you will promptly notify us if your status changes such that these representations become inaccurate. We may suspend or terminate access for sanctions or export-compliance risk, with no refund except where applicable law requires. If you access the Services from outside the United States, you are responsible for local law compliance. We do not represent that the Services are available or lawful in every jurisdiction.
22. Force majeure
Neither party is liable for failure or delay (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, infrastructure failures, cyberattacks, power outages, or government actions. The affected party will use commercially reasonable efforts to mitigate and resume performance.
23. Electronic communications
By using the Services or giving us your email, you consent to receive electronic communications from Appenda, including these Terms and other contract notices sent to the email on your account, and agree that electronic signatures, contracts, and notices satisfy any legal writing or signature requirement (including under the U.S. E-SIGN Act). You may opt out of marketing messages; you may not opt out of transactional or account-related messages needed to provide the Services or administer these Terms.
24. Changes to Terms
We may modify these Terms as described in Section 1.2. For material revisions, we will provide at least thirty (30) days' notice where practicable before new terms take effect, unless a shorter period is required for security, legal, or payment integrity reasons.
25. General provisions
25.1 Severability
If any provision of these Terms, or any part or application of a provision, is held invalid, illegal, void, or unenforceable, that holding applies only to the extent of the defect and only in that jurisdiction, and does not affect the remainder of that provision, any other provision, or enforceability elsewhere. To the maximum extent permitted by law, such a provision will be reformed (including by "blue pencil" narrowing) to the minimum extent needed to make it enforceable while preserving the parties' intent; if it cannot be reformed, it is severed and the remainder continues. If a material provision is severed, the parties will negotiate in good faith a lawful replacement that most nearly achieves the original economic effect; failure to agree does not impair the remainder. If a jury waiver, class/representative waiver, arbitration agreement, mediation requirement, exclusive venue, or similar procedural term is held unenforceable as to a particular claim or party, that holding is limited to that claim or party, and the remainder of Section 20 and these Terms remains in effect.
25.2 Waiver
Failure to enforce a provision is not a waiver. Waivers must be in writing and signed by Appenda to be effective.
25.3 Assignment
You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets, or otherwise without restriction. Attempted assignment in violation of this section is void.
25.4 Entire agreement
These Terms (including Sections 5 (fees and refunds) and 7 (acceptable use)), the Privacy Policy, any DPA that you have executed or accepted, and any signed order form or subscription agreement that applies to you, form the entire agreement regarding the Services and supersede prior agreements on the same subject. Customer purchase-order terms do not apply unless we expressly accept them in a signed writing.
25.5 Order of precedence
If documents conflict, the following order controls (highest first): (1) a signed order form or amendment for the terms it addresses; (2) a signed subscription agreement; (3) a DPA you have executed or accepted, for processing of personal data; (4) these Terms (including Sections 5 and 7); (5) other policies linked from these Terms and published by Appenda; (6) documentation and help content.
25.6 Relationship; no third-party beneficiaries
The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency. Except for Appenda affiliates and indemnified parties under Section 19, there are no third-party beneficiaries.
25.7 Notices
Legal notices to Appenda must be sent to [email protected]. We may notify you via the email on your account or by posting in the Services. Keep your account email current.
25.8 Service of process
You consent to service of process by email to the address on your account and by overnight courier or certified mail to any address you provide, in addition to methods permitted by law, for claims relating to unpaid fees, chargebacks, or these Terms.
25.9 Usage verification
We may monitor usage for security, billing, and abuse prevention. On reasonable notice, no more than once per twelve (12) months (unless we reasonably suspect a breach of Sections 7 or 11), we may request information reasonably needed to verify compliance. You will cooperate in good faith.
26. Contact
Questions about these Terms:
Appenda, Inc.
Email: [email protected]
Billing: [email protected]
Security: [email protected]