Boagent Terms of Service

Last updated: June 1, 2025

Welcome, and thank you for your interest in EGAR Global Inc. ("Boagent," "we," or "us") and our website at https://www.boagent.co and any subdomains of boagent.co (collectively, the "Site"), together with our cloud-hosted reconciliation and data-automation software, mobile or desktop applications, application-programming interfaces (APIs), software development kits (SDKs), integrations, plug-ins, sample code, and related services (collectively, the "Service").

These Terms of Service (these "Terms"), along with Boagent's Privacy Policy and, where applicable, our Data Processing Addendum ("DPA"), form a legally binding contract between you and Boagent.

PLEASE READ CAREFULLY. BY CLICKING "I ACCEPT," SIGNING AN ORDER FORM THAT REFERENCES THESE TERMS, OR ACCESSING OR USING THE SERVICE, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

Except as provided in Section 15 (Dispute Resolution by Binding Arbitration), these Terms require that disputes be resolved individually by binding arbitration, limit the remedies available to you, and waive your right to participate in class actions.

1 Boagent Service Overview

Boagent is an AI-enabled reconciliation and data-automation platform that ingests structured and unstructured data, applies configurable business rules and workflows, leverages large-language-model (LLM) and machine-learning algorithms to generate suggested matches, and surfaces exceptions for human review via dashboards and APIs. The Service may produce code snippets, transformation logic, explanations, or other AI-generated content ("Suggestions") based on Customer inputs.

2 Eligibility; Authority

You must be at least 18 years old (or the age of majority in your jurisdiction, if greater) and legally capable of forming a binding contract to use the Service. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity; the term "Customer" refers to that entity and its Affiliates.

3 Accounts and Registration

Creating an account may be required to access the Service. You agree to provide accurate and complete registration information, keep it current, and maintain the confidentiality of your credentials. You are responsible for all activity under your account and will promptly notify Boagent of any unauthorized use.

4 Orders; Subscription Plans; Free Trials

4.1 Orders & Subscription Term

Access to the Service is purchased through (a) Boagent's online checkout flow or (b) a mutually executed ordering document (each an "Order").

Each Order specifies:

• the Subscription Plan and its feature entitlements,
• usage limits ("Usage Metrics") for (i) Seats, (ii) Process Runs, (iii) Cloud Storage, and (iv) the number of third-party connectors,
• pricing, and
• the Subscription Term.

Unless otherwise stated, the Subscription Term begins on the Order's effective date and automatically renews for successive terms of equal length unless either party gives 30 days' written notice of non-renewal.

4.2 Free Trials & Promotional Credits

Boagent may offer Trials or promotional credits. Trial length, Usage Metrics thresholds, and feature limits will be disclosed in the Order or onboarding flow.

AT THE END OF A TRIAL, UNLESS YOU CANCEL, THE SERVICE WILL AUTOMATICALLY CONVERT TO A PAID PLAN AND YOUR PAYMENT METHOD WILL BE CHARGED. Unused credits expire at the earlier of the Trial end date or the period stated in the promotion.

4.3 Pricing & Price Changes

Fees are in U.S. Dollars and, except as required by law or expressly stated, non-refundable. Boagent may change renewal pricing with 30 days' notice via email or within the Service.

4.4 Payment Processing via Paddle

Boagent uses Paddle.com Market Limited ("Paddle") as Merchant of Record. Paddle processes payments, collects taxes, and issues invoices. Payment information is handled by Paddle under its terms; Boagent does not store full card numbers.

4.5 Billing Cycle; Subscription Fees

Fees for each Subscription Period are billed in advance on the subscription start date (the "Billing Date") and each renewal Billing Date thereafter. You authorize Paddle to charge the payment method on file for all fees and taxes.

4.6 Usage-Based Overages

If Customer exceeds any Usage Metric (e.g., extra Seats, Process Runs, Storage, or Connectors), Boagent may (a) invoice overage fees at then-current rates or (b) automatically upgrade you to the appropriate plan. Details appear in the Service dashboard and Documentation.

4.7 Delinquent Accounts; Suspension

Amounts more than 30 days overdue accrue interest at 1.5 % per month (or the maximum lawful rate). Boagent may suspend or terminate access for non-payment after reasonable notice.

4.8 Taxes

Fees are exclusive of all sales, VAT, GST, use, withholding, or similar taxes ("Taxes"). Paddle collects and remits Taxes where required. Customer is responsible for all other Taxes, excluding Taxes on Boagent's net income.

5 Licenses and Restrictions

5.1 Limited License

Subject to these Terms and timely payment of fees, Boagent grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service and Documentation within the Usage Metrics and feature set in the applicable Order.

5.2 License Restrictions

Except where prohibited by law, Customer will not (and will not allow anyone else to):

1. rent, lease, sell, sublicense, or otherwise commercially exploit the Service;
2. reverse-engineer, decompile, or attempt to discover source code or algorithms;
3. modify, translate, or create derivative works of the Service;
4. upload data subject to special regulatory protections (e.g., HIPAA, PCI-DSS, GLBA) without Boagent's prior written consent;
5. introduce viruses or malicious code;
6. harvest data via scraper, crawler, or similar tools;
7. interfere with or circumvent security or access controls; or
8. use the Service for high-risk activities (e.g., nuclear operations, life-support, air-traffic control, or critical financial transaction routing).

5.3 Feedback

If Customer provides feedback or suggestions ("Feedback"), Customer grants Boagent an unrestricted, perpetual, irrevocable, royalty-free license to use and exploit Feedback without obligation or attribution.

6 Ownership; Suggestions (AI Output)

6.1 Service Ownership

The Service and all related intellectual-property rights are, and remain, the exclusive property of Boagent and its licensors. All rights not expressly granted are reserved.

6.2 Suggestions

Subject to Customer's compliance with these Terms, Boagent assigns to Customer any rights Boagent may have in Suggestions generated specifically for Customer. Customer acknowledges that Suggestions are:

• produced automatically by AI models and may not be unique;
• potentially similar or identical to Suggestions provided to others; and
• provided "AS IS" without warranties and may contain errors, biases, or misleading information.

Customer is solely responsible for verifying all Suggestions.

7 Customer Data and Usage Data

7.1 Customer Data

"Customer Data" means any data, files, or content uploaded to the Service by or on behalf of Customer. Customer retains all rights in Customer Data and grants Boagent a worldwide, non-exclusive license to host, process, transmit, and display it as necessary to provide the Service.

7.2 Privacy Mode

Customer may enable Privacy Mode to prevent Boagent from using Customer Data to improve its models. With Privacy Mode on, Customer Data is processed only transiently to generate Suggestions and is then deleted.

7.3 Usage Data

Boagent may collect anonymized or aggregated data about Service performance and usage ("Usage Data") to operate, analyze, and improve its products. Usage Data does not include Customer Data.

8 Third-Party Components and Integrations

The Service may interoperate with third-party services (e.g., Paddle, Keycloak, Pendo, Brevo) or include open-source software ("Third-Party Components"). Nothing in these Terms limits your rights under those third-party licenses.

9 Communications and Marketing

Boagent may send operational or promotional emails per its Privacy Policy. You may opt out of non-transactional emails via the unsubscribe link or account settings.

10 Modification of Terms

Boagent may update these Terms from time to time. Material changes will be posted on the Site (and may be emailed). Changes take effect upon posting. If you disagree with the revised Terms, stop using the Service before the changes take effect.

11 Term; Termination; Service Changes

11.1 Term

These Terms begin when you first accept them and continue until all Subscription Terms expire or are terminated.

11.2 Termination for Breach

Either party may terminate these Terms or an Order if the other party materially breaches and fails to cure within 30 days of written notice. Boagent may suspend or terminate free or trial accounts immediately.

11.3 Effect of Termination

Upon termination:

• all licenses cease and Customer must stop using the Service;
• Boagent will delete or return Customer Data per the DPA; and
• Sections 5.3, 6, 7, 11.3, 12–19 survive.

11.4 Service Modifications

Boagent may modify or discontinue the Service or any feature at any time. For paid plans, Boagent will use commercially reasonable efforts not to materially reduce core functionality during a Subscription Term.

12 Indemnification

Customer will defend, indemnify, and hold harmless Boagent, its Affiliates, and their officers, directors, employees, and agents from any third-party claim arising out of (a) Customer Data, (b) Customer's misuse of the Service, (c) Customer's breach of these Terms, or (d) Customer's violation of law or third-party rights. Boagent may assume the defense at its expense; Customer will cooperate.

13 Disclaimers; No Warranties

THE SERVICE, SUGGESTIONS, AND ALL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."

BOAGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED—including MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM USAGE OR TRADE PRACTICE.

BOAGENT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

14 Limitation of Liability

14.1 Indirect Damages

To the fullest extent permitted by law, neither party will be liable for indirect, consequential, special, incidental, or punitive damages, or lost profits, data, or business opportunities.

14.2 Aggregate Cap

Except for (i) payment obligations, (ii) Customer's indemnity, and (iii) Customer's breach of license restrictions, each party's total liability under these Terms will not exceed the greater of:

• the amount paid or payable by Customer to Boagent for the Service in the 12 months before the claim, or
• USD 100.

14.3 Basis of the Bargain

The limitations in this Section 14 are fundamental to the parties' agreement.

15 Dispute Resolution by Binding Arbitration

15.1 Arbitration Agreement

Any dispute relating to these Terms or the Service will be resolved exclusively by final, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except either party may (a) seek equitable relief in court or (b) bring an individual small-claims action.

15.2 Class-Action Waiver

Claims must be brought individually. No class, collective, or representative actions.

15.3 Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, excluding conflicts of law. Arbitration will occur in Wilmington, Delaware or by video conference.

15.4 Fees

Arbitration fees follow AAA rules. If the arbitrator deems arbitration costs prohibitive, Boagent will pay enough fees to ensure arbitration is not cost-prohibitive.

16 Export Compliance; U.S. Government Use

Customer must comply with all applicable export-control and sanctions laws. The Service is "commercial computer software" under FAR 2.101 and DFARS 252.227-7014; U.S. government users receive only the rights set forth in these Terms.

17 DMCA Copyright Policy

Boagent respects intellectual-property rights. If you believe content hosted by Boagent infringes your copyright, send a notice to:

Your notice must comply with 17 U.S.C. § 512(c)(3). Boagent may remove or disable access to infringing content and terminate repeat infringers.

18 Support; Service Levels

• Support. Boagent provides email support at support@boagent.co Monday–Friday, 09:00–18:00 US Eastern Time, excluding U.S. holidays.
• SLA. Boagent does not guarantee uptime unless Customer (a) purchases a Cloud Pro plan with a separately-negotiated SLA or (b) enters into an Enterprise Order that expressly includes an SLA. Any such SLA will be set out in the applicable Order.

19 Miscellaneous

19.1 Entire Agreement; Order of Precedence

These Terms, the DPA, and each Order constitute the entire agreement regarding the Service. If conflicted, the Order controls, then the DPA, then these Terms.

19.2 Assignment

Customer may not assign these Terms without Boagent's prior written consent. Boagent may assign its rights and obligations without restriction.

19.3 Force Majeure

Neither party is liable for delays or failures due to events beyond its reasonable control (e.g., natural disasters, war, terrorism, labor disputes, Internet outages).

19.4 Relationship

The parties are independent contractors; nothing creates a partnership, joint venture, or agency.

19.5 Notices

Except as otherwise permitted, notices must be (a) delivered personally, (b) sent by recognized overnight courier, or (c) emailed with confirmation.

Notices to Boagent:

19.6 Severability; Waiver

If any provision is unenforceable, it will be modified to the minimum extent necessary, and the rest of the Terms remain in force. Failure to enforce any right is not a waiver.

19.7 Headings; Interpretation

Headings are for convenience only. "Including" means "including without limitation."

19.8 Contact Us

Questions? Email legal@boagent.co or call +1 (646) 785-3759.

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