Terms of Service

Effective Date: June 23, 2026

These Terms of Service ("Terms") govern your access to and use of the products and services provided by GrassFed Services LLC, a Delaware limited liability company ("GrassFed," "we," "us," or "our"). By clicking to accept these Terms at checkout, creating an account, or using the Services, you agree to be bound by these Terms (including the Acceptable Use Rules in Section 17 and the Data Processing Terms in Section 19) and our Privacy Policy. If you do not agree, do not use the Services.

Important — read these sections carefully. Section 14 (Dispute Resolution) requires individual arbitration and waives your right to a jury trial or to participate in a class action. Section 12 (Limitation of Liability) caps our financial responsibility. Section 13 (Indemnification) requires you to defend and indemnify us in connection with your Campaigns, subject to the exclusions in Section 13.2.

Not legal advice. GrassFed is not a law firm. These Terms describe contractual obligations between us; they do not replace your own legal counsel for matters such as state real estate marketing rules, fair housing law, or other regulatory compliance.

1. Definitions

For purposes of these Terms:

2. Eligibility & Account

2.1 Who may use the Services

The Services are intended solely for individuals who are: - (a) at least 18 years old and able to form a binding contract; - (b) currently licensed as a real estate salesperson, broker associate, broker, or equivalent designation in good standing under the laws of a U.S. state, or operating under written authorization of such a licensee; - (c) operating exclusively in the United States and targeting U.S. recipients; and - (d) not subject to a pending or active disciplinary action by any state real estate commission or regulator that prohibits prospecting or marketing.

2.2 Account information

You will provide complete and accurate information at intake, including your legal name, real estate license number and state, license type, supervising broker information, brokerage legal name and DBA (if any), brokerage office physical address and phone number, the state(s) where you intend to prospect, and (where applicable) your team or DBA registration. You agree to keep this information current. You authorize GrassFed to verify license status with applicable state real estate commissions on a periodic basis. We may suspend or terminate the Services if any required information is missing, inaccurate, expired, or revoked.

2.3 Acceptance via Stripe checkout

Acceptance of these Terms (including the Acceptable Use Rules in Section 17 and the Data Processing Terms in Section 19) and the Privacy Policy occurs when you click to accept at Stripe checkout. The Agent additionally provides a separate, affirmative authorization for automatic recurring charges as described in Section 6.7 at the moment of checkout. We may, from time to time, require re-acceptance of these Terms through an in-platform prompt; continued use of the Services after such prompt constitutes acceptance.

3. The Services

3.1 What GrassFed does

GrassFed operates a cold-email outreach platform for U.S. real estate professionals. We design, configure, and execute Campaigns on behalf of the Agent, providing the Infrastructure, copywriting templates, lead sourcing, list hygiene, and reply management dashboards. Campaigns are transmitted from GrassFed-owned domains and mailboxes using an outreach persona representing the Agent (see Section 8.3), with the Agent's identity, brokerage, license, and physical address disclosed in each Campaign email's body and signature.

3.2 What GrassFed does not do

GrassFed is not your attorney, your real estate licensee supervisor, or your compliance officer. GrassFed does not provide legal advice, tax advice, or fair-housing certification. GrassFed does not guarantee delivery to any specific mailbox, reply rates, listing appointments, or revenue outcomes.

3.3 Just Listed / Just Sold Service and 90% Contact-List Floor

The Just Listed / Just Sold Service consists of automatically triggered per-Campaign purchases. When GrassFed detects an MLS event (such as a new listing, sale, or closing) corresponding to the event types and filters the Agent has configured, GrassFed will queue and bill a Campaign on the Agent's behalf. The charge is committed to the Agent's card on file at the time of MLS detection (see Section 6.7). Each Campaign is delivered as a sequence; not every Recipient will receive every step (e.g., Recipients who reply, opt out, or hard-bounce are removed from subsequent steps).

90% Contact-List Floor (the "Delivery Floor"). GrassFed will use commercially reasonable efforts to assemble Campaign contact lists in the closest applicable neighborhood or radius around the property of interest. GrassFed commits to assembling and attempting to send to at least 90% of the tier's Contact Allowance in each Campaign under the Just Listed / Just Sold Service (the "Contact-List Floor"). The Contact-List Floor is a commitment about the size of the target list GrassFed assembles and attempts to send; it is not a warranty of delivery, inbox or folder placement, opens, replies, appointments, or any outcome.

"Contact Allowance" means the number of intended unique recipients for the applicable tier, measured after deduplication of prior responders from the Agent's Campaigns sent within the prior 90 days and after removal of suppressed recipients.

Where overlap with a recent Campaign would otherwise reduce the assembled list below the floor, GrassFed will dedupe prior responders, re-target non-responders, and expand the search radius or otherwise top up the list to meet the floor. If GrassFed assembles and attempts to send to fewer than 90% of the Contact Allowance for reasons within GrassFed's control, the Agent's sole and exclusive remedy is a non-cash credit toward a future Campaign or a re-run, at GrassFed's election.

Total-failure exception. If GrassFed assembles and attempts to send to fewer than 50% of the Contact Allowance, or if a sufficient contact pool cannot reasonably be assembled for the Agent's targeted territory, GrassFed will, at its election, either re-run the Campaign on a different territory or issue a non-cash credit equal to the purchase price (see Section 6.4). This is a goodwill, non-cash credit and the Agent's sole and exclusive remedy for such failure; not a cash refund.

Agent-configured filters. The Agent's account includes filters that determine whether a detected MLS event qualifies for Campaign generation (including minimum list price, property type, geographic exclusions, monthly campaign cap, and other criteria). The Agent may configure or modify filters at any time through the Agent's portal. If a Campaign is halted because a detected event fails the Agent's filters, GrassFed will issue a non-cash credit equal to the charge for that Campaign (see Section 6.4). The Agent is responsible for keeping the Agent's filters current; GrassFed has no obligation to anticipate or correct misconfigured filters.

3.4 Farm Service

The Farm Service is a monthly subscription with a defined monthly sending allowance ("Sending Allowance") corresponding to the tier purchased. The tier list, current Sending Allowances, and pricing are set forth in your subscription order. GrassFed will use commercially reasonable efforts to deliver up to the Sending Allowance each calendar month based on available territory, lead supply, and Infrastructure capacity. Unused volume within a billing period does not roll over. GrassFed makes no guarantee that the Sending Allowance will be fully utilized in any given month.

3.5 Content, approval, and automated launches

GrassFed provides email templates as a starting point. The Agent's Campaign copy is reviewed and approved by GrassFed for deliverability, brand-fit, and quality at signup (the "Default Copy"). The Agent may request edits or substitute new copy at any time; any new or edited copy is subject to GrassFed re-approval before the affected Campaign sends. GrassFed's approval is a deliverability, brand-fit, and quality check only. It is not a legal review. The Agent is solely responsible for the legality of every email sent on the Agent's behalf, including but not limited to compliance with the federal Fair Housing Act, state real estate marketing rules (including any required license-number, brokerage, or fair-housing disclosures), CAN-SPAM, state anti-spam laws, the NAR Code of Ethics where applicable, and any required broker authorization.

Automated launches. Upon detection of a qualifying MLS event corresponding to the event types and filters the Agent has configured, GrassFed will queue and prepare a Campaign using the Agent's Default Copy. The Agent may edit Campaign copy, recipient targeting, or filters at any time before the Campaign begins sending. If the Agent does not make changes prior to sending, the Agent expressly authorizes GrassFed to launch the Campaign using the Agent's Default Copy and configured filters. The Agent may, at any time, switch the Agent's account to manual approval mode via the Agent's portal, in which case Campaigns will not launch without the Agent's affirmative confirmation.

3.6 Reply handling, staff access, and global suppression

Replies, opt-outs, and bounces from Recipients are routed into GrassFed's master inbox and the Agent's portal, where the Agent and GrassFed personnel can view them. You acknowledge and agree that GrassFed personnel may access the contents of replies, opt-outs, and bounces in the course of operating the Services, providing support, ensuring quality, and processing opt-outs. GrassFed handles such information in accordance with the Privacy Policy.

Reply = global suppression. Any Recipient who replies to a Campaign email is added to GrassFed's global suppression list and will not receive further Campaigns from any GrassFed Agent. This applies to all replies, positive or negative, on the basis that a Recipient who has engaged once should not be re-prospected by the platform.

3.7 GrassFed is not a real estate broker

GrassFed provides advertising, marketing, and message-transmission services for a fixed, published fee that is not contingent on, and does not vary with, any listing, sale, lease, transaction, commission, or referral. GrassFed does not negotiate any real estate transaction, represent any party to a transaction, hold or escrow any funds for a transaction, or owe any fiduciary duty in connection with any transaction. GrassFed's fees compensate GrassFed solely for the advertising and transmission services described in these Terms.

3.8 Email-only Services

The Services are email-only. GrassFed does not place telephone calls or send SMS/text messages as part of the Services. If GrassFed introduces any voice or text channel in the future, that channel will be governed by separate supplemental terms, including consent and Do-Not-Call requirements under the Telephone Consumer Protection Act, state mini-TCPAs, and applicable Do-Not-Call registries.

Lead data provided through the Services may include phone numbers obtained from third-party providers. If the Agent elects to use any contact information (including phone numbers) outside the Services — including for direct phone outreach, SMS, or any other channel — the Agent is solely responsible for compliance with all applicable telemarketing, TCPA, state mini-TCPA, and Do-Not-Call laws, and the warranties and indemnities in Sections 8 and 13 apply to such use.

3.9 Limited AI use

GrassFed may use automated systems, including machine learning, to perform sentiment analysis on replies, auto-tag replies likely to indicate interest, and flag deliverability anomalies. GrassFed does not use AI to generate or send Campaign content without human review, and does not use Recipient reply contents to train models served to third parties.

4. Infrastructure & Ownership

4.1 GrassFed owns the Infrastructure

All sending domains, mailboxes, mailbox credentials, IP allocations, deliverability tooling, code, copywriting templates, dashboards, and other Infrastructure are owned and operated by GrassFed. The Agent receives a non-exclusive, non-transferable, revocable license to use the Infrastructure through the Services for the duration of the engagement. The Agent does not acquire any ownership interest in, and will not receive credentials to, any GrassFed-owned domains or mailboxes.

4.2 Shared infrastructure

You acknowledge that GrassFed may operate sending pools, domains, and mailboxes that are shared across multiple clients of GrassFed. You agree not to engage in behavior that materially degrades the reputation or deliverability of shared Infrastructure (including but not limited to sending content likely to generate spam complaints, opting to bypass GrassFed's approval workflow, or submitting non-compliant lead data).

4.3 On churn or termination

Upon termination of the Services, GrassFed retains all Infrastructure. The Agent has no right to transfer, port, or otherwise migrate domains, mailboxes, or any technical assets used in connection with the Services. Section 5.3 governs GrassFed's retention and use of lead and Recipient data after termination.

5. Client Content & Lead Data

5.1 Ownership of Client Content

As between the parties, you retain ownership of Client Content that you provide. You grant GrassFed a worldwide, non-exclusive, royalty-free, sublicensable license to host, process, transmit, modify (for formatting and deliverability), and use Client Content as necessary to provide the Services, improve the Services, and operate our business. This license survives termination only as needed to retain records required for compliance or to defend claims.

5.2 Lead data

GrassFed sources lead data from third-party providers under GrassFed's own licenses. Lead-data acquisition costs are included in the price you pay; GrassFed does not separately invoice you for these costs. If you provide your own lead list, you warrant that you have the legal right to provide it (see Section 17.5, "Lead Data Warranties") and you authorize GrassFed to skip-trace, enrich, validate, and process such list using GrassFed's third-party providers.

5.3 Lead data on termination

On termination, GrassFed retains all rights to the Recipient data sourced under GrassFed's licenses (including lead lists and reply data tied to the Agent's Campaigns). GrassFed is not obligated to provide an export of lead lists or reply data on termination. GrassFed may continue to use such data in connection with the Services, including by re-matching Recipients to other Agents in accordance with the Privacy Policy and the global suppression list.

5.4 Privacy, Recipient data, and Data Processing

GrassFed handles Recipient personal data in accordance with the Privacy Policy then in effect and published at https://www.grsfd.ai/privacy. The Agent and GrassFed's allocation of data-protection roles, security obligations, breach notification, subject-rights handling, and subprocessor disclosure are set out in Section 19 (Data Processing Terms) of these Terms. In a conflict between Section 19 and the Privacy Policy regarding the Processing of Recipient personal information, Section 19 controls.

6. Fees, Billing & Taxes

6.1 Pricing and payment

Pricing for the Just Listed / Just Sold Service and the Farm Service is set forth at Stripe checkout and in your order confirmation. Just Listed / Just Sold Service is charged in full at the time a Campaign is triggered. Farm Service is charged in advance for the billing period selected (monthly, quarterly, or annually). All charges are processed through Stripe.

6.2 Auto-renewal

Farm Service subscriptions automatically renew at the end of each billing period at the then-current pricing for your tier, unless you cancel before renewal as described in Section 7. Where required by applicable state law, GrassFed will send the Agent a pre-renewal notice within the statutory window applicable to the Agent's billing period and state of residence.

6.3 Failed payments

If a charge fails, GrassFed will pause the affected Campaign (Just Listed / Just Sold) or pause sending under your subscription (Farm), notify you, and request an updated payment method. GrassFed has no obligation to send any Campaign for which payment has not cleared.

6.4 No cash refunds; credit-only remedies; statutory savings

All fees are non-refundable in cash. Where a remedy is available under these Terms (including under Sections 3.3, 6.7, and 7), or where GrassFed elects to provide a goodwill remedy in its sole discretion, the remedy is issued as a non-cash credit applied to the Agent's account. Credits may be applied toward future Campaigns under the Just Listed / Just Sold Service or Farm subscription fees, are non-transferable, may not be exchanged for cash, and may be revoked or forfeited upon termination of the Agent's account for cause (see Section 7.2). Farm subscriptions are not prorated; cancellation takes effect at the end of the current billing period, and the Agent retains access for that period. No refunds or credits will be issued for unused Sending Allowance in any month.

Where a state automatic-renewal law or other applicable consumer-protection law requires a cash refund (e.g., for a disclosure or consent failure not cured by GrassFed within the statutory cure period), the Agent's remedy will be that refund as required by law, in lieu of (not in addition to) the credit otherwise provided under this Section 6.4.

6.5 Price changes

GrassFed may change pricing for either the Just Listed / Just Sold Service or the Farm Service from time to time. For the Farm Service, GrassFed will provide at least 30 days' notice of a price increase before it takes effect at the next renewal; continued use after the change constitutes acceptance, and the Agent may cancel to avoid the new price. For the Just Listed / Just Sold Service, GrassFed will provide at least 14 days' notice of a per-Campaign price change; the new price applies to Campaigns triggered after the change takes effect, and the Agent may pause auto-charges or adjust filters at any time to avoid charges at the new price.

6.6 Taxes

Fees are exclusive of all taxes. You are responsible for any sales, use, VAT, or similar taxes attributable to your purchase, except for taxes on GrassFed's net income.

6.7 Card-on-file authorization

By providing a payment method and accepting these Terms — and by separately affirming consent to recurring charges at Stripe checkout — the Agent authorizes GrassFed to automatically charge the Agent's card on file (a) for each Campaign under the Just Listed / Just Sold Service at the time the Campaign is triggered by a qualifying MLS event matching the Agent's configured filters, and (b) for each recurring Farm subscription billing period, on the terms disclosed at checkout.

For Just Listed / Just Sold Service, charges occur on a schedule determined by MLS event detection, in amounts equal to the Agent's selected tier price as shown at checkout, up to the Agent's Monthly Campaign Cap as set in the Agent's portal. The Monthly Campaign Cap default is established by GrassFed at account creation and is configurable by the Agent at any time. If GrassFed detects qualifying events beyond the Monthly Campaign Cap in any month, no further Campaigns will be auto-charged or auto-launched for that month; GrassFed will notify the Agent and the Agent may affirmatively authorize additional Campaigns on a per-Campaign basis.

The authorization in this Section 6.7 continues until the Agent (i) removes the payment method, (ii) cancels the affected Service in accordance with Section 7, or (iii) terminates the engagement. If the Agent removes a payment method without replacing it, GrassFed will pause Campaigns under Section 6.3 and is not obligated to send any Campaign until a valid payment method is restored.

6.8 Promotional credits

GrassFed may, at its discretion, grant the Agent non-cash promotional credits applicable to future Campaigns, including onboarding credits, goodwill credits, and credits issued in connection with a halted or under-delivered Campaign under Section 3.3. Promotional credits are non-cash, non-transferable, may not be exchanged for cash, and may be revoked or forfeited at GrassFed's discretion, including upon termination of the Agent's account for cause.

7. Cancellation, Suspension & Termination

7.1 Cancellation by the Agent

You may cancel at any time through the Manage Billing tab in the Agent's portal, or by email to admin@grassfed.tech. Cancellation requires no more steps than signup. For Farm Service, cancellation takes effect at the end of the then-current billing period; no prorated refunds are issued. For Just Listed / Just Sold Service, cancellation of the card-on-file authorization stops future auto-charges; Campaigns already triggered and charged cannot be cancelled mid-send.

7.2 Suspension and termination by GrassFed

GrassFed may immediately suspend the Services, in whole or in part, without prior notice and at GrassFed's sole discretion, for any of the following: - (a) violation or suspected violation of these Terms; - (b) non-payment; - (c) content, conduct, or list practices likely to generate spam complaints, blocklisting, or regulatory inquiry; - (d) abusive, threatening, or persistently disruptive behavior toward GrassFed staff; - (e) loss, revocation, suspension, or expiration of the Agent's real estate license; - (f) regulatory inquiry, demand letter, or litigation arising from the Agent's Campaigns; - (g) reasonable belief by GrassFed that continued provision of the Services would expose GrassFed, its other clients, or its Infrastructure to undue legal, financial, or reputational risk.

Termination of the account for a violation will occur either (i) following confirmation of the violation, (ii) following the Agent's failure to respond to a cure request within a reasonable time, or (iii) where the violation is of a category for which no cure is possible (including but not limited to fraud, license revocation, regulatory order, or repeated violations of the Acceptable Use Rules in Section 17).

On termination for cause, GrassFed will retain fees paid for Campaigns already sent or in-progress at termination, and will provide a non-cash credit (subject to Section 6.4) for fees paid for Campaigns that had not yet launched at termination.

GrassFed may, in its sole discretion, choose to reinstate the Services after a suspension if the underlying issue is resolved.

7.3 Effect of termination

Upon termination, your right to access and use the Services ends immediately. Provisions of these Terms that by their nature should survive termination (including Sections 1, 4, 5, 6.4, 8, 9, 10, 11, 12, 13, 14, 15, and 16) will survive.

8. Compliance — Agent's Responsibilities & Warranties

8.1 Sender and initiator status

(a) The Agent is a "sender" of each Campaign email within the meaning of CAN-SPAM (15 U.S.C. § 7702(16)) and is the party whose products and services are advertised. The Agent's identity, brokerage, license, and physical address appear in every Campaign email's body and signature.

(b) The parties acknowledge that, because GrassFed originates and transmits Campaign emails using GrassFed-owned domains and mailboxes, GrassFed is also an "initiator" of each Campaign email under 15 U.S.C. § 7702(9), and that more than one person may be an initiator of a single message.

(c) The Agent is responsible for the message-level disclosures required of a "sender" — including identity, physical postal address, advertisement identification, and the lawful basis for prospecting the Recipient.

(d) For purposes of the FTC multiple-sender rule (16 C.F.R. § 316.2(b)), the parties designate the Agent as the sole "sender" for the message-identification requirements. GrassFed's status as an initiator does not transfer the message-level disclosure obligations to GrassFed.

(e) GrassFed's transmission-compliance duties as an initiator are set out in Section 8.6.

8.2 Compliance attestations

The Agent represents, warrants, and covenants that, at all times during the engagement: - (a) the Agent holds a real estate license that is active and in good standing in each state where the Agent prospects; - (b) the Agent has any authorization required under applicable state law from the Agent's supervising broker to send marketing under the brokerage name listed in the Agent's account, and that any broker-side claim relating to that authorization or its absence will be the Agent's responsibility under Section 13; - (c) all information provided at intake (license number, license type, license expiration, brokerage information, office address, office phone, team or DBA information) is accurate and currently valid; - (d) any team name or DBA used in the Services is properly registered with the applicable state real estate commission or Secretary of State and complies with that state's naming rules; - (e) the Agent will not solicit listings for properties currently listed with another broker, consistent with NAR Code of Ethics Article 16 where applicable and any analogous state rule; - (f) the Agent has reviewed and complies with all state-specific real estate marketing rules in each state the Agent targets, including but not limited to license-number display rules (e.g., California Bus. & Prof. Code § 10140.6), brokerage-name disclosure and prominence rules, broker-phone routing rules (e.g., Georgia Rule 520-1-.09), affirmative "real estate broker" status disclosures (e.g., Michigan, Missouri), and state-designated cease-and-desist or no-solicitation zones (e.g., New York DOS designations under 19 NYCRR § 175.17); - (g) the Agent will provide GrassFed with prompt written notice of any disciplinary action, regulatory inquiry, demand letter, subpoena, or litigation that could reasonably affect the Services or GrassFed; and - (h) the Agent will not use the Services for any purpose other than lawful real estate prospecting and marketing in the United States.

8.3 Identity, persona, and content warranties

The Agent represents and warrants that: - (a) the Agent has authorized GrassFed to send Campaign emails using an outreach persona representing the Agent, with the Agent's actual identity, brokerage, license, and physical address disclosed in the body and signature of each Campaign email; - (b) the Agent has reviewed and approved the structure and identity of the outreach persona used in the Agent's Campaigns; - (c) the Agent's identity, brokerage, license, and physical address as provided to GrassFed are true, accurate, and currently valid; - (d) the Agent's authorization includes the use of GrassFed-owned sending domains and mailboxes for transmission, consistent with industry practice for cold-email-marketing service providers; and - (e) all subject lines and Campaign content the Agent submits or approves are truthful, non-deceptive, and accurately reflect the content of the email. The Agent acknowledges that misleading subject lines, falsified header information, or unauthorized use of third-party domains can expose the Agent to private rights of action under California Business & Professions Code § 17529.5, the Washington Commercial Electronic Mail Act (RCW 19.190), the Maryland Commercial Electronic Mail Act (Md. Code Comm. Law § 14-3001), and similar state laws.

8.4 Acceptable Use

Additional, operational rules — including global suppression, prohibited content, lead-data warranties, geographic exclusions, and reporting obligations — are set out in Section 17 (Acceptable Use Rules) of these Terms. A violation of Section 17 is a violation of these Terms.

8.5 Opt-out mechanism

Every Campaign email sent through the Services includes a clear and conspicuous instruction allowing the Recipient to opt out of further Campaigns by replying to the email with a designated keyword (for example, "remove," "stop," "unsubscribe," or any substantively similar reply indicating the Recipient does not wish to be contacted). The Agent acknowledges and agrees that:

The Agent's compliance obligations under Section 8 (including the Agent's status as the legal sender) apply equally to the opt-out mechanism. The Agent will not direct GrassFed to remove, obscure, or modify the keyword-reply opt-out instruction in any Campaign email.

8.6 GrassFed's transmission-compliance covenants

For each Campaign it transmits, GrassFed will: - (a) not falsify or materially misrepresent the header or routing information (15 U.S.C. § 7704(a)(1)); - (b) operate the keyword-reply opt-out mechanism described in Section 8.5 and process opt-outs within the statutory period of 10 business days (15 U.S.C. § 7704(a)(3)–(4)); - (c) maintain the reply mailbox associated with each Campaign in a state capable of receiving opt-outs for not less than 30 days after the original Campaign send (15 U.S.C. § 7704(a)(3)(A)(ii)); - (d) include the Agent-supplied physical postal address and advertisement identification in each Campaign email (15 U.S.C. § 7704(a)(5)); - (e) maintain the GrassFed global suppression list as a permanent record across all Agents and Campaigns; and - (f) maintain a documented log of subject lines, headers, send timestamps, and opt-out events for each Campaign sufficient to support a "due care" defense under applicable state anti-spam laws (including California Bus. & Prof. § 17529.5(a)(2), Washington CEMA, and Maryland MCEMA).

9. Intellectual Property

9.1 GrassFed IP

The Services, GrassFed Infrastructure, templates, dashboards, software, documentation, trademarks, and all related intellectual property are and remain GrassFed's property. Nothing in these Terms transfers ownership of any GrassFed intellectual property to the Agent. The Agent receives only the limited license described in Section 4.1.

9.2 Templates

The Agent may use GrassFed-provided email templates solely in connection with Campaigns sent through the Services. The Agent may not reproduce, redistribute, or use GrassFed templates outside the Services without GrassFed's prior written consent.

9.3 Feedback

If the Agent provides suggestions, ideas, or feedback about the Services, GrassFed may use such feedback without restriction and without compensation to the Agent.

10. Third-Party Services

The Services rely on third-party providers, including payment processors, email sending infrastructure, lead data providers, domain registrars, mailbox providers, and other infrastructure providers. GrassFed is not responsible for the acts or omissions of any third-party provider, including outages, data losses, pricing changes, terms changes, or termination by the third party. The Agent's sole remedy for any third-party-caused disruption is the limitation-of-liability and goodwill remedies described in these Terms.

11. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, GRASSFED DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. GRASSFED DOES NOT WARRANT ANY SPECIFIC DELIVERABILITY RATE, INBOX PLACEMENT, OPEN RATE, REPLY RATE, APPOINTMENT, LISTING, COMMISSION, OR REVENUE OUTCOME. GRASSFED DOES NOT WARRANT THAT THE SERVICES WILL COMPLY WITH THE AGENT'S PARTICULAR STATE'S REAL ESTATE MARKETING RULES OR FAIR HOUSING REQUIREMENTS; THE AGENT IS RESPONSIBLE FOR THAT DETERMINATION. THE COMMITMENT IN SECTION 3.3 RELATES TO THE SIZE OF THE LIST ASSEMBLED AND THE ATTEMPT TO SEND, NOT TO INBOX PLACEMENT OR ANY OUTCOME.

EXCEPT FOR WARRANTIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, IN WHICH CASE SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERIOD AND SCOPE PERMITTED.

12. Limitation of Liability

12.1 Excluded damages

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, COMMISSIONS, LISTING OPPORTUNITIES, OR BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate cap

TO THE FULLEST EXTENT PERMITTED BY LAW, GRASSFED'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO GRASSFED IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE THOUSAND DOLLARS (US $1,000).

12.3 Agent indemnification not subject to cap

The Agent's indemnification obligations under Section 13.1 are not subject to the limitations in Sections 12.1–12.2 and are not capped. GrassFed's indemnification obligations under Section 13.3 remain subject to the limitations in this Section 12, except as provided in Section 12.5.

12.4 Essential basis

The Agent acknowledges that the pricing of the Services reflects the allocation of risk in this Section 12, and that GrassFed would not enter into these Terms absent such allocation.

12.5 Carve-outs

Nothing in this Section 12 limits or excludes either party's liability for: - (a) fraud or fraudulent misrepresentation; - (b) gross negligence or willful misconduct; - (c) death or personal injury caused by that party's negligence; - (d) a party's indemnification obligations under Section 13 (subject to Section 12.3); or - (e) any liability that cannot be limited or excluded under applicable law.

13. Indemnification

13.1 Agent indemnification

The Agent will defend, indemnify, and hold harmless GrassFed, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all third-party claims, actions, proceedings, losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees) to the extent arising out of or relating to: - (a) any Campaign sent on the Agent's behalf, including any claim by a Recipient, regulator, broker, brokerage, MLS, state real estate commission, attorney general, or other third party; - (b) the Agent's violation of any applicable law or regulation, including CAN-SPAM (other than GrassFed's transmission duties under Section 8.6), the Fair Housing Act, state anti-spam laws (including California Bus. & Prof. § 17529.5, Washington CEMA, and Maryland MCEMA), state real estate marketing rules, the NAR Code of Ethics, and state cease-and-desist or no-solicitation zone designations; - (c) the Agent's breach of any representation, warranty, or covenant in these Terms; - (d) the Agent's content, including any email copy edited or approved by the Agent and any claim that such content infringes, defames, or violates a third party's rights; - (e) the Agent's lead data, including any claim that the data was sourced or used in violation of applicable law; - (f) the Agent's loss, suspension, or revocation of any real estate license, broker authorization, or membership in any real estate organization; and - (g) any claim by the Agent's supervising broker, brokerage, or team arising out of the Agent's use of the Services or the absence of any required broker authorization.

13.2 Exclusions from Agent indemnification

The Agent's indemnification obligations under Section 13.1 do not extend to losses, damages, or liabilities to the extent arising out of: - (a) GrassFed's fraud, gross negligence, or willful misconduct; - (b) GrassFed's breach of its own transmission-compliance covenants under Section 8.6 or its initiator duties under CAN-SPAM § 7702(9); - (c) GrassFed's infringement of any third party's intellectual property rights through GrassFed-provided templates or Infrastructure; or - (d) GrassFed's own violation of applicable law, except where the violation was caused by the Agent's instruction, Agent-supplied content, or Agent-supplied lead data.

13.3 GrassFed indemnification

GrassFed will defend, indemnify, and hold harmless the Agent from and against third-party claims to the extent arising out of: - (a) GrassFed's fraud, gross negligence, or willful misconduct; - (b) GrassFed's breach of its transmission-compliance covenants under Section 8.6; or - (c) any claim that GrassFed-provided templates or Infrastructure (as distinct from the Agent's edits) infringe a third party's intellectual property rights.

GrassFed's obligations under this Section 13.3 are subject to the limitation of liability in Section 12, except for the carve-outs in Section 12.5.

13.4 Defense procedure

The party seeking indemnification ("Indemnified Party") will: - (a) promptly notify the indemnifying party ("Indemnifying Party") in writing of any claim for which indemnification is sought (provided that failure to give prompt notice does not relieve the Indemnifying Party except to the extent of actual prejudice); - (b) cooperate reasonably in the defense of the claim at the Indemnifying Party's expense; and - (c) not settle the claim without the Indemnifying Party's prior written consent if the settlement imposes any obligation on the Indemnifying Party or includes any admission of liability.

The Indemnifying Party may, at its option, assume sole control of the defense and settlement of any claim. If the Indemnifying Party does not assume control within a reasonable time, the Indemnified Party may control the defense, and the Indemnifying Party will reimburse reasonable defense costs.

14. Dispute Resolution; Arbitration; Class Waiver

14.1 Informal resolution first

Before initiating any formal dispute, the parties will attempt in good faith to resolve the dispute through informal negotiation for at least 30 days after written notice.

14.2 Binding individual arbitration

If informal resolution does not succeed, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA").

Where the Agent is an entity (LLC, corporation, partnership, or other organization), the AAA Commercial Arbitration Rules apply. Where the Agent is an individual or sole proprietor and AAA determines that its Consumer Arbitration Rules apply, those Rules and the AAA Consumer Due Process Protocol govern.

The arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Hearings may be conducted by videoconference. The seat of arbitration is the State of Delaware where the Commercial Rules apply; where the Consumer Rules apply, the hearing locale is the Agent's home locale unless the parties otherwise agree.

Delegation. The arbitrator, not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Section 14, including any claim that all or any part of this Section 14 is void or voidable.

14.3 Class-action waiver and blow-up

The Agent and GrassFed each waive any right to participate in a class action, collective action, or representative action. Disputes must be brought in the parties' individual capacities only. The arbitrator has no authority to consolidate claims or to preside over any form of representative proceeding.

If the class-action waiver in this Section 14.3 is held unenforceable as to any particular claim, that claim (and only that claim) is severed from arbitration and must be brought in the courts identified in Section 15. The remainder of Section 14 (including the bilateral arbitration requirement for other claims) continues to apply.

14.4 Opt-out right and acknowledgment

The Agent may opt out of this arbitration agreement and class-action waiver by sending written notice to admin@grassfed.tech within 30 days after first agreeing to these Terms. The opt-out notice must include the Agent's name, account email, and a clear statement that the Agent opts out of arbitration. GrassFed will acknowledge receipt of any opt-out notice within 10 business days; the Agent should retain GrassFed's acknowledgment as evidence of timely opt-out. Opting out has no other effect on the Terms.

14.5 Carve-outs

Nothing in this Section 14 prevents either party from (a) seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, or (b) bringing an action in small-claims court for claims within that court's jurisdiction. Nothing in this Section 14 waives any non-waivable right to seek public injunctive relief, which may be pursued in a court of competent jurisdiction.

14.6 Survival

This Section 14 survives termination of these Terms.

14.7 Mass arbitration

If 25 or more arbitration demands are filed against (or by) GrassFed by or with the assistance of the same law firm or coordinated group of law firms, presenting common issues of law or fact, the demands will be administered in sequential batches as follows: - (a) The parties' counsel will select up to 10 "bellwether" cases per side (20 total) to proceed first. All other demands are stayed. - (b) After the bellwether awards are issued, the parties will engage in a single global mediation before any further demands proceed. - (c) Filing and administrative fees for stayed cases are not incurred until those cases are activated; any applicable limitations periods are tolled for stayed cases. - (d) If mediation fails, the parties will repeat steps (a)–(b) in successive batches until all demands are resolved or settled.

This Section 14.7 is intended to dovetail with the AAA Mass Arbitration Supplementary Rules and Multiple Case Filing fee schedule then in effect.

15. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, EXCEPT that (a) the Federal Arbitration Act governs the interpretation and enforcement of Section 14, and (b) nothing in this Section deprives the Agent of the protection of any mandatory consumer-protection or public-policy law of the Agent's home state.

Subject to Section 14, any action permitted to be brought in court will be brought in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts. Where Section 14 directs an individual Agent's claim to the Agent's home locale or otherwise out of Delaware, this Section 15 yields to that direction for that claim.

16. Changes to These Terms

GrassFed may update these Terms from time to time. If the changes are material, GrassFed will provide notice through the platform, by email, or by an in-platform prompt requiring re-acceptance. Continued use of the Services after the effective date of the changes constitutes acceptance. If the Agent does not agree to the changes, the Agent's sole remedy is to discontinue use of the Services.

17. Acceptable Use Rules

The following operational rules form a binding part of these Terms. A violation of any rule in this Section 17 is a violation of these Terms and may result in suspension or termination of the Services under Section 7.2, in addition to any other remedies available to GrassFed (including indemnification under Section 13).

17.1 Who may use the Services

The Services are available only to U.S.-based real estate licensees in good standing. The Agent must not use the Services if the Agent's real estate license is suspended, revoked, lapsed, or subject to a pending disciplinary action that restricts marketing or prospecting. The Agent will promptly notify GrassFed of any change to the Agent's license status.

17.2 Sender identity & CAN-SPAM

Sender and initiator status. The Agent is a "sender" of each Campaign email transmitted through the Services within the meaning of CAN-SPAM (15 U.S.C. § 7702(16)). GrassFed is also an "initiator" of each Campaign email under 15 U.S.C. § 7702(9) because GrassFed originates and transmits Campaign emails using GrassFed-owned domains and mailboxes. The parties' respective compliance duties are set out in Sections 8.1, 8.5, and 8.6.

Required footer elements. Every Campaign email must include, in the signature and/or footer: - (a) the Agent's legal name as it appears on the Agent's real estate license, or a pen name accompanied by the Agent's real name as the licensed party of record; - (b) the Agent's license type (fully stated; the term "broker," "sales agent," or similar may not be abbreviated where state law requires the full designation); - (c) the brokerage's legal name (and DBA, if applicable); - (d) the brokerage's physical street address (not a P.O. Box) per CAN-SPAM § 7704(a)(5); - (e) where required by state law, the brokerage's office telephone number; - (f) any state-specific disclosures applicable to the Agent's licensing state and any target state (e.g., the California Department of Real Estate license number where required by Cal. Bus. & Prof. Code § 10140.6; an affirmative statement of broker status where required by Michigan or Missouri law; fair-housing disclosures where required by state regulation); - (g) a clear identification of the message as a commercial advertisement; and - (h) a clear and conspicuous opt-out instruction enabling the Recipient to opt out by replying with a designated keyword (e.g., "stop," "remove," "unsubscribe"), as described in Section 8.5.

No deceptive headers, subject lines, or routing. The Agent will not use, or authorize the use of, false or misleading "From," "To," "Reply-To," or routing information. Subject lines must accurately reflect the content of the email. The Agent specifically acknowledges that misleading subject lines or header information can give rise to private rights of action under California Bus. & Prof. § 17529.5, Washington Commercial Electronic Mail Act (RCW 19.190), Maryland Commercial Electronic Mail Act (Md. Code Comm. Law § 14-3001), and similar state laws, and warrants that the Agent's submitted or approved content does not violate any of these laws.

17.3 State real estate marketing compliance

General obligation. The Agent will comply with the real estate marketing, advertising, and solicitation rules of every state in which the Agent is licensed and every state to which the Agent's Campaigns are directed.

Specific attestations. Without limiting the foregoing, the Agent represents and warrants that: - (a) The Agent has confirmed and complies with any state-specific license-number-display requirement (including but not limited to California Bus. & Prof. Code § 10140.6 and 10 CCR § 2773). - (b) The Agent has confirmed and complies with the brokerage-name prominence requirements of each applicable state (including but not limited to those of California, Texas, Florida, New York, Illinois, Georgia, Tennessee, Oregon, Ohio, and New Jersey). - (c) Where the Agent is licensed in Maryland, Georgia, Tennessee, or Missouri, the brokerage office telephone number used in Campaign communications complies with state rules regarding routing and prominence. - (d) Where the Agent is licensed in Michigan or Missouri, Campaign emails affirmatively state that the Agent is a licensed real estate broker (or sales associate, as applicable). - (e) Where the Agent is licensed in Massachusetts, Campaign communications display the brokerage name in a manner consistent with 254 CMR 3.00. - (f) Where the Agent uses a team name or DBA, that team name or DBA has been registered with the applicable state real estate commission or Secretary of State and complies with that state's naming rules (including but not limited to California Bus. & Prof. § 10159.7, Texas 22 TAC § 535.154, Florida Fla. Admin. Code R. 61J2-10.026, and New York 19 NYCRR § 175.25). - (g) The Agent will not solicit Recipients in any zone designated by the New York Department of State under 19 NYCRR § 175.17 as a cease-and-desist zone. As of the most recent verification, this includes part of Community Board 17, Kings County (Brooklyn). The Agent will respect any updated zone designations. - (h) The Agent will not solicit homeowners protected under any state's "no-knock," "no-solicit," or "do-not-solicit" homeowner registry maintained by the state real estate commission or any state or local government, to the extent applicable. - (i) The Agent will respect cadence and frequency restrictions imposed by state law, including the prohibition on "clear harassment" under Pennsylvania 49 Pa. Code § 35.301.

GrassFed's role. GrassFed will use commercially reasonable efforts to configure footer templates and platform safeguards to support state-specific compliance. GrassFed's templates and platform safeguards are tools, not guarantees. The Agent is responsible for verifying that every Campaign sent on the Agent's behalf complies with applicable law.

17.4 Prohibited content

Campaigns may not include, link to, or promote: - (a) content that violates the Fair Housing Act, any state fair-housing law, or any equivalent civil rights statute, including any "preference, limitation, or discrimination" based on race, color, religion, sex, familial status, national origin, disability, sexual orientation, gender identity, source of funds, military status, or any other protected category under applicable law; - (b) deceptive, false, or misleading statements about the Agent's experience, credentials, designations, awards, sales history, or affiliations; - (c) deceptive subject lines or "From" / sender names; - (d) solicitation for properties currently listed with another broker, in violation of NAR Code of Ethics Article 16 or any analogous state ethics rule; - (e) content promoting any unlawful activity, fraud, money-laundering, or evasion of mandatory disclosures; - (f) content infringing the intellectual property or publicity rights of any third party; - (g) malware, phishing payloads, or links to malicious sites; - (h) adult content, gambling promotions, or content prohibited by federal or state law; or - (i) any content that GrassFed reasonably determines, in its sole discretion, is harmful to the deliverability or reputation of the Services, the shared Infrastructure, or other clients.

17.5 Lead data warranties

The Agent represents and warrants that, with respect to any lead list, recipient data, or Campaign target list: - (a) the data was obtained from a lawful source (e.g., public records, the Agent's own prior transactions, or a vendor with the right to license it); - (b) the Agent has the legal right to use the data for cold-email outreach and to authorize GrassFed to process the data on the Agent's behalf; - (c) the data has not been scraped from sources where scraping is prohibited by terms of service or applicable law; - (d) the Agent will not import or re-import any contact who has previously opted out of Campaign communications through any Agent's account on the GrassFed platform; and - (e) the Agent will not use the Services to contact any recipient whom the Agent has been instructed by the recipient, a broker, an MLS, or a regulator not to contact.

17.6 Global suppression

The rule. A "Suppression Event" includes any of the following: - (a) a Recipient replies with a designated opt-out keyword (or otherwise uses the keyword-reply opt-out mechanism described in Section 8.5); - (b) a Recipient replies in any form to a Campaign email (replies trigger global suppression regardless of sentiment, on the basis that a Recipient who has engaged once should not be re-prospected by the platform); - (c) a Recipient files a spam complaint with their mailbox provider that is reported to GrassFed; - (d) the Recipient's email address generates a hard bounce or is identified as invalid by GrassFed's validation systems; - (e) the Recipient is identified by a state real estate commission, regulator, or court as protected from solicitation; or - (f) GrassFed otherwise determines, in its sole discretion, that continued contact with the Recipient would create undue legal, reputational, or deliverability risk.

Platform-wide application. Upon any Suppression Event, the affected Recipient is added to GrassFed's platform-wide suppression list and is removed from all current and future Campaigns of every Agent on the GrassFed platform, regardless of which Agent's Campaign generated the Suppression Event. Suppression is permanent and does not expire.

No bypass. The Agent will not re-import, re-upload, or otherwise attempt to contact any suppressed Recipient through the Services. Repeated attempts to bypass the suppression list are grounds for immediate termination and will be referred to indemnification under Section 13.

The reason. The Agent acknowledges that GrassFed operates shared sending Infrastructure. A single Recipient who has opted out and is then re-contacted (by the same or a different Agent) is materially more likely to file a spam complaint, file a regulatory complaint, or litigate, all of which damage shared deliverability and create platform-wide risk. The global-suppression rule protects every Agent on the platform.

17.7 Listed-property exclusion

The Agent will not use the Services to solicit a listing for any property currently listed for sale with another real estate broker, consistent with NAR Code of Ethics Article 16 (where applicable) and any analogous state ethics rule. The Agent is responsible for excluding currently-listed properties from any lead list provided to GrassFed.

17.8 Geographic & jurisdictional limits

U.S. only. Campaigns may target only Recipients located in the United States. The Agent will not request Campaigns directed at Recipients located outside the United States (including European Union, United Kingdom, Canada, or other foreign jurisdictions), and will exclude such Recipients from any list provided to GrassFed.

Cease-and-desist zones. The Agent will not target Recipients in any state-designated cease-and-desist or no-solicitation zone. The Agent acknowledges that GrassFed maintains a list of known cease-and-desist zones and will apply platform-level exclusions; the Agent remains responsible for confirming compliance for any new or changed zone designation.

Subject-line strict-review states. For Campaigns directed at Recipients in California, Washington, Maryland, or Utah, the Agent agrees that GrassFed may apply additional subject-line and header review, and the Agent will accept the reasonable conclusions of that review process before a Campaign fires. The Agent acknowledges that GrassFed retains a send log (per Section 8.6(f)) to support a documented compliance defense under California Bus. & Prof. § 17529.5(a)(2), Washington CEMA, and Maryland MCEMA.

17.9 Sending-volume & service integrity

The Agent will not: - (a) attempt to inflate, manipulate, or otherwise circumvent the Sending Allowance (Farm) or Contact Allowance (Just Listed / Just Sold, as defined in Section 3.3) applicable to the Agent's tier; - (b) use, or attempt to use, GrassFed Infrastructure to send any email outside the Services (e.g., by attempting to access mailbox credentials); - (c) probe, scan, or test the vulnerability of any GrassFed system, or attempt to bypass any security or access control; - (d) reverse-engineer, decompile, or attempt to extract source code from any part of the Services; or - (e) use the Services to compete with GrassFed or to build a competing product.

17.10 Reporting obligations

The Agent will notify GrassFed promptly (and in any event within five (5) business days) of: - (a) any disciplinary action, investigation, or inquiry initiated by a state real estate commission, attorney general, or other regulator that could reasonably relate to Campaigns sent through the Services; - (b) any demand letter, subpoena, or threat of litigation from a Recipient, regulator, broker, brokerage, MLS, or other third party relating to Campaigns sent through the Services; - (c) any change to the Agent's license status (suspension, revocation, expiration, change of brokerage, etc.); and - (d) any change to the Agent's brokerage of record, supervising broker, team membership, or DBA registration.

17.11 Consequences of violation

GrassFed may, at its sole discretion, take any of the following actions in response to a violation or suspected violation of this Section 17: - (a) suspend the Services immediately in whole or in part (suspension may be immediate and without prior notice; see Section 7.2 for the termination procedure following suspension); - (b) refuse to send any Campaign; - (c) remove any contact, list, or content from the Services; - (d) on termination for cause following the procedure in Section 7.2, retain fees paid for Campaigns already sent or in-progress at termination, and provide a non-cash credit (subject to Section 6.4) for fees paid for Campaigns that had not yet launched at termination; - (e) refer the matter to the Agent's supervising broker, the relevant state real estate commission, or law enforcement; and - (f) pursue any remedy available under these Terms or applicable law, including indemnification under Section 13.

18. General Provisions

19. Data Processing Terms

This Section 19 sets out the Parties' allocation of data-protection responsibilities for the Processing of Recipient Personal Information performed in connection with the Services. It applies in addition to, and is incorporated into, these Terms. In a conflict between this Section 19 and any other section of these Terms or the Privacy Policy with respect to the Processing of Recipient Personal Information, this Section 19 controls.

19.1 Definitions

For purposes of this Section 19: - "Applicable Privacy Laws" — the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA/CPRA); the California Delete Act; the Virginia Consumer Data Protection Act (VCDPA); the Colorado Privacy Act (ColoPA); the Connecticut Data Privacy Act (CTDPA); the Texas Data Privacy and Security Act (TDPSA); the Oregon Consumer Privacy Act (OCPA); and any other U.S. state privacy law applicable to a Party's Processing under this Section 19. - "Business" / "Controller" — the Party that determines the purposes and means of Processing personal information. Used as defined under Applicable Privacy Laws. - "Service Provider" / "Processor" — a Party that Processes personal information on behalf of another Party. Used as defined under Applicable Privacy Laws. - "Personal Information" — information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, as defined under Applicable Privacy Laws. - "Processing" — any operation performed on Personal Information, including collection, use, storage, transmission, disclosure, or deletion. - "Subprocessor" — a third party engaged by GrassFed to Process Personal Information in connection with the Services. - "Security Incident" — a confirmed unauthorized acquisition or disclosure of Personal Information for which notification is required under Applicable Privacy Laws.

19.2 Roles of the Parties

The Parties acknowledge that their roles under Applicable Privacy Laws differ depending on the category of data and the activity being performed.

GrassFed as Service Provider / Processor. GrassFed acts as a Service Provider or Processor (as defined under Applicable Privacy Laws) with respect to: - (a) Recipient reply content received in response to Campaigns sent on the Agent's behalf; - (b) Campaign performance data attributable to the Agent's Campaigns; - (c) any lead list or contact data the Agent provides to GrassFed.

When acting in this capacity, GrassFed: - Processes such data solely on the Agent's instructions and for the business purposes described in these Terms; - will not sell or share such data within the meaning of Applicable Privacy Laws; - will not Process such data outside the direct business relationship between GrassFed and the Agent except as required by law; - will not combine such data with Personal Information from another source, except as necessary to provide the Services or as expressly permitted under Applicable Privacy Laws.

GrassFed as Business / Controller. GrassFed acts as a Business or Controller (as defined under Applicable Privacy Laws) with respect to: - (a) lead data sourced by GrassFed from third-party providers under GrassFed's own vendor licenses; - (b) the GrassFed global suppression list, which GrassFed maintains as a permanent compliance record across all Agents and Campaigns; and - (c) GrassFed's own Agent account and billing data.

When acting in this capacity, GrassFed's obligations to data subjects (including Recipients) are governed by the Privacy Policy.

Agent as Business / Controller. The Agent acts as a Business or Controller (as defined under Applicable Privacy Laws) with respect to Recipient data Processed on the Agent's behalf through the Services to the extent the Agent determines the purposes and means of that Processing. The Agent's obligations to Recipients under Applicable Privacy Laws are the Agent's responsibility, subject to the cooperation described in Section 19.5.

19.3 Purpose Limitation

GrassFed will Process Personal Information only: - (a) for the purposes described in these Terms; - (b) in accordance with the Agent's documented instructions, as set out in these Terms or otherwise reasonably necessary to provide the Services; - (c) as required by applicable law (in which case GrassFed will, where legally permitted, notify the Agent before such Processing occurs); or - (d) for purposes permitted as a Service Provider/Processor under Applicable Privacy Laws, including: operating, providing, maintaining, and improving the Services; detecting, preventing, and responding to security incidents, fraud, or illegal activity; debugging to identify and repair errors that impair existing intended functionality; complying with legal obligations and exercising legal rights; and other purposes expressly permitted to Service Providers/Processors under Applicable Privacy Laws.

19.4 Security Measures

GrassFed will implement and maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect Personal Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, including: - (a) encryption of Personal Information in transit (HTTPS/TLS); - (b) access controls limiting Personal Information access to personnel with a need to know; - (c) segregated environments for production and non-production data; - (d) contractual security obligations imposed on Subprocessors that handle Personal Information; - (e) regular review of security controls; and - (f) personnel awareness of confidentiality obligations.

GrassFed will maintain a security program appropriate to the nature and volume of Personal Information Processed and will reasonably cooperate with the Agent if the Agent requests information demonstrating GrassFed's compliance with this Section.

19.5 Subject-Rights Requests

Receipt by GrassFed. If GrassFed receives a request from a Recipient or other data subject to access, correct, delete, or otherwise exercise rights under Applicable Privacy Laws in connection with Personal Information for which GrassFed acts as Service Provider/Processor for the Agent, GrassFed will: - (a) acknowledge receipt within a reasonable time and route the request to the Agent if the Agent's instructions are required to fulfill it; or - (b) fulfill the request directly where GrassFed has the standing capacity to do so (e.g., deletion from the GrassFed-controlled suppression list, opt-out enrollment, or where GrassFed acts as Controller for the relevant data).

Receipt by Agent. If the Agent receives a request from a Recipient or other data subject relating to Personal Information Processed through the Services, the Agent will route the request to GrassFed at admin@grassfed.tech with the relevant identifiers (e.g., Recipient email address). GrassFed will cooperate with the Agent to fulfill the request within the timeframe required by Applicable Privacy Laws.

SLAs. The Parties will use commercially reasonable efforts to respond to verified subject-rights requests within the timeframe required by Applicable Privacy Laws: - California, Colorado, Connecticut, Virginia: 45 days (extendable to 90 days with notice). - Texas, Oregon: 45 days. - Other jurisdictions: as required by applicable law.

Verification. Either Party may, before fulfilling a subject-rights request, require reasonable verification of the requestor's identity consistent with Applicable Privacy Laws.

19.6 Subprocessors

General authorization. The Agent authorizes GrassFed to engage Subprocessors that Process Personal Information in connection with the Services. The current list of Subprocessors that handle Recipient Personal Information is available on request by emailing admin@grassfed.tech.

Subprocessor obligations. GrassFed will enter into a written agreement with each Subprocessor that handles Personal Information, imposing data-protection obligations substantially similar to those in this Section 19, including: - (a) confidentiality and purpose limitation; - (b) reasonable and appropriate security measures; - (c) assistance in responding to subject-rights requests; - (d) prohibition on selling or sharing Personal Information; and - (e) cooperation in responding to a Security Incident.

Notice of changes. For any material change to GrassFed's Subprocessor list (an addition or replacement of a Subprocessor that handles Recipient Personal Information), GrassFed will provide at least thirty (30) days' advance notice by email to the Agent's account address. The Agent may object to a new Subprocessor on reasonable data-protection grounds within thirty (30) days of notice; the Parties will negotiate in good faith to resolve the objection, and if no resolution can be reached, the Agent's exclusive remedy is to terminate the Services in accordance with these Terms. The Agent may also request an up-to-date list of Subprocessors at any time by emailing admin@grassfed.tech.

Liability for Subprocessors. GrassFed remains liable to the Agent for any breach of this Section 19 caused by an act or omission of a Subprocessor handling Personal Information on GrassFed's behalf, subject to the limitations in Section 12.

19.7 Security Incident Notification

If GrassFed becomes aware of a confirmed Security Incident affecting Personal Information Processed by GrassFed on the Agent's behalf, GrassFed will: - (a) notify the Agent without undue delay and in any event within seventy-two (72) hours of becoming aware of the confirmed Security Incident; - (b) provide reasonable information available to GrassFed about the nature of the Security Incident, the categories and approximate volume of Personal Information involved, the likely consequences, and the measures taken or proposed to address it; - (c) cooperate in good faith with the Agent's reasonable investigation and remediation; and - (d) provide updates as further information becomes available.

GrassFed's notice and assistance under this Section will not be construed as an acknowledgment of liability or fault.

19.8 International Transfers

The Services are intended for use exclusively in the United States. GrassFed does not knowingly transfer Personal Information outside the United States. The Agent will not request the Processing of Personal Information from data subjects located outside the United States.

19.9 Data Retention, Return, and Deletion

Retention during the engagement. GrassFed will retain Personal Information for the periods described in the Privacy Policy, Section 4 ("Data Retention").

Retention and deletion on termination. Termination of the Services does not require GrassFed to provide an export of lead lists or reply data to the Agent (see Section 5.3 of these Terms). GrassFed will delete the Agent's account-specific Personal Information from its production systems within a commercially reasonable time after termination, except for: - (i) Recipient data sourced under GrassFed's licenses, which GrassFed may retain and continue to use in connection with the Services as described in Section 5.3; - (ii) the global suppression list (retained as a permanent compliance record); - (iii) the CAN-SPAM compliance log (retained for the period described in the Privacy Policy); - (iv) billing records (retained as required by law); and - (v) data retained as required by law, court order, or regulatory inquiry.

19.10 Audit Rights

Information provision. On the Agent's reasonable written request, GrassFed will provide information reasonably necessary to demonstrate compliance with this Section 19, including the most recent third-party audit reports, certifications, or descriptions of GrassFed's security program available to GrassFed.

On-site audits. The Agent may, no more than once per twelve-month period, conduct an audit of GrassFed's compliance with this Section 19, subject to the following: - (a) at least thirty (30) days' prior written notice; - (b) execution of a customary confidentiality agreement; - (c) conducted at the Agent's expense during normal business hours, in a manner that does not unreasonably disrupt GrassFed's operations; - (d) limited to information reasonably necessary to verify compliance with this Section 19, excluding any information of other GrassFed clients; - (e) conducted by personnel of the Agent (or an independent third-party auditor acceptable to GrassFed).

A regulator or government authority's exercise of its statutory audit or investigatory powers is governed by applicable law, not this Section.

20. Contact

Questions about these Terms? Contact us at admin@grassfed.tech.

GrassFed Services LLC, a Delaware limited liability company
8 The Green, Suite B
Dover, DE 19901