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TERMS OF SERVICE

Effective Date: June 2, 2026

Acceptance of Terms

By accessing or using Coterna Corp ("the Platform," "we," "us," or "our"), you ("Client," "User," or "you") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms in their entirety, you must immediately cease use of the Platform. These Terms constitute a legally binding agreement between you and Coterna Corp. We reserve the right to modify these Terms at any time with reasonable notice. Continued use of the Platform following any modification constitutes your acceptance of the revised Terms.

Description of Services

Coterna Corp provides a software-as-a-service (SaaS) platform designed to assist small and mid-sized businesses — including HVAC contractors and trade service businesses — with lead capture, automated follow-up, appointment scheduling, customer relationship management (CRM), reputation management, SMS and email marketing, and invoicing. The Platform is powered by proprietary systems and third-party infrastructure partners whose identities are confidential and proprietary to Coterna Corp. Coterna Corp makes no representations that the Platform is suitable for any specific industry, jurisdiction, or use case beyond what is expressly described.

Subscription, Billing & Payment

3.1 Subscription Plans

Coterna Corp offers tiered monthly subscription plans. Fees are charged automatically on a recurring basis via an approved third-party payment processor. By subscribing, you authorize Coterna Corp to charge your payment method on file each billing cycle.

3.2 No Refunds

All subscription fees are non-refundable. No refunds or credits will be issued for partial months, unused features, downgraded plans, or early termination of a subscription. By subscribing, you waive any right to a chargeback or payment reversal except where expressly required by applicable law. Initiation of a chargeback or payment dispute without prior written notice to Coterna Corp constitutes a material breach of these Terms.

3.3 Failed Payments

If a payment fails, Coterna Corp reserves the right to suspend or terminate access to the Platform immediately without prior notice. It is your sole responsibility to maintain valid, up-to-date billing information at all times. Coterna Corp shall not be liable for any loss of data, leads, bookings, communications, or business opportunities resulting from account suspension due to non-payment.

3.4 Price Changes

Coterna Corp reserves the right to modify subscription pricing at any time with thirty (30) days written notice via email or in-platform notification. Continued use of the Platform following a price change constitutes your acceptance of the new pricing.

3.5 Taxes

You are solely responsible for any applicable taxes, levies, or duties imposed by governmental authorities on your subscription fees. Coterna Corp will charge taxes where required by law.

Non-Transferability & Platform Lock

THIS IS A CRITICAL AND MATERIAL PROVISION. PLEASE READ CAREFULLY BEFORE SUBSCRIBING.

4.1 Non-Transferable License

Your subscription and access to the Coterna Corp Platform are strictly personal and non-transferable. Your account, sub-account, data, automations, workflows, contacts, and all platform configurations may not be transferred, assigned, migrated, or ported to any other platform, software provider, white-label service, or third-party agency without the express prior written consent of Coterna Corp.

4.2 Prohibition on Platform Migration

Clients who access the Coterna Corp Platform through a sub-account may not, during the term of their subscription or within twelve (12) months following termination for any reason, directly or indirectly migrate, replicate, or reconstruct their Coterna Corp account data, workflows, automations, contact lists, pipeline configurations, or any other platform content to any competing software platform, white-label service, or third-party agency. Any attempt to do so constitutes a material breach of these Terms and may result in immediate termination without refund and pursuit of legal remedies.

4.3 Data Export Limitations

Coterna Corp reserves the right to limit or restrict data export capabilities at its sole discretion. Any data export functionality provided is offered as a courtesy and does not grant the Client the right to replicate, reproduce, or transfer platform configurations, automations, templates, or workflow logic to any competing service. Export of raw contact data (names, phone numbers, emails) for personal business use is permitted; export of Coterna Corp proprietary system architecture, workflow logic, or automation sequences is expressly prohibited.

4.4 Proprietary Snapshot & Automation Templates

All workflows, automations, snapshot templates, campaign sequences, follow-up logic, pipeline configurations, and platform setups built, deployed, or configured by Coterna Corp are and remain the exclusive proprietary intellectual property of Coterna Corp. Clients are granted a limited, non-exclusive, non-transferable, revocable license to use these configurations solely within the Coterna Corp Platform during the active subscription term. Clients are expressly prohibited from copying, reproducing, reverse-engineering, exporting, or transferring these configurations to any other platform or third-party provider at any time.

4.5 Confidentiality of Platform Infrastructure

Coterna Corp's underlying technology infrastructure, software vendors, integration partners, and system architecture are confidential and proprietary trade secrets of Coterna Corp. Clients agree not to disclose, share, or publish any information regarding Coterna Corp's technology stack, infrastructure partners, or backend systems obtained through use of the Platform.

Acceptable Use Policy

You agree not to use the Platform for any of the following:

Sending unsolicited commercial messages (spam) in violation of the CAN-SPAM Act, TCPA, or any applicable law

Harassing, threatening, or abusing any individual or entity via Platform communications

Violating any federal, state, or local law or regulation

Impersonating any person, business, or entity

Collecting or harvesting data from the Platform for use on competing services

Reverse engineering, decompiling, or attempting to extract source code, workflow logic, or system architecture from the Platform

Sharing account credentials with unauthorized third parties

Using the Platform in any way that could damage, disable, overburden, or impair its operation

Using the Platform to store or transmit unlawful, defamatory, obscene, or harmful content

Attempting to gain unauthorized access to any portion of the Platform or its related systems

Coterna Corp reserves the right to suspend or terminate any account at its sole discretion for violations of this Acceptable Use Policy without refund or liability.

Telephone Consumer Protection Act (TCPA) Compliance

Client is solely and exclusively responsible for ensuring that all SMS, voice, and email communications sent through the Platform comply with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the FTC's Telemarketing Sales Rule, and all other applicable federal, state, and local laws governing electronic communications. Coterna Corp does not guarantee TCPA compliance and expressly disclaims any and all liability for Client's failure to obtain proper, documented, prior express written consent before contacting any individual via SMS, phone, or email through the Platform.

Client represents and warrants that all contacts uploaded to or generated within the Platform have provided proper consent to receive communications. Client agrees to indemnify, defend, and hold harmless Coterna Corp and its officers, employees, contractors, and partners from any and all claims, penalties, fines, regulatory actions, or legal proceedings arising out of Client's use of the Platform's communication tools in violation of applicable law.

Coterna Corp is not responsible for and has no obligation to monitor the content, timing, or frequency of any communications sent by Client through the Platform.

6.1 SMS Opt-In

By providing a mobile phone number to Coterna Corp or to any business using the Coterna Corp Platform, you expressly consent to receive SMS text messages from Coterna Corp or its clients for the purposes of appointment confirmations, service reminders, missed call follow-ups, Google review requests, promotional offers, and other business communications. Consent to receive SMS messages is not a condition of any purchase or service.

6.2 Types of SMS Messages

SMS messages sent through the Coterna Corp Platform may include: appointment confirmations and reminders, missed call follow-up notifications, service completion follow-ups, Google review requests, seasonal promotional offers, reactivation campaigns, and general business updates from the subscribing business.

6.3 Message Frequency

Message frequency varies based on your account activity and the business you are interacting with. You may receive multiple messages per week depending on scheduled appointments, service activity, and promotional campaigns configured by the subscribing business.

6.4 How to Opt Out

You may opt out of SMS communications at any time by replying STOP to any message you receive. Upon receipt of your STOP request, you will receive one final confirmation message and no further SMS messages will be sent to your number. To re-enable SMS communications after opting out, reply START to the confirmation message or contact the business directly.

6.5 How to Get Help

For assistance with SMS communications, reply HELP to any message you receive. You may also contact Coterna Corp directly at [email protected] or visit coterna.com for support.

6.6 Carrier Disclaimer

Message and data rates may apply to all SMS communications sent through the Coterna Corp Platform. These charges are applied by your mobile carrier and are not controlled by Coterna Corp. Coterna Corp is not responsible for any fees charged by your mobile carrier in connection with SMS communications. Carriers are not liable for delayed or undelivered messages. Check with your carrier for details on your messaging plan.

6.7 No Sharing of SMS Opt-In Data

Coterna Corp does not sell, rent, share, or disclose phone numbers or any personal information collected through SMS opt-ins to third parties for marketing purposes. SMS opt-in data is used solely to deliver the communications described herein and is never transferred to unaffiliated third parties.

6.8 Privacy Policy

For full details on how we collect, use, and protect your personal information including information collected through SMS communications, please review our Privacy Policy at crm.coterna.com/privacy-policy. Our Privacy Policy is incorporated by reference into these Terms of Service.

Third-Party Services & Integrations

The Coterna Corp Platform is built on and integrated with various third-party services and infrastructure providers. The identities of these providers are confidential and proprietary. Coterna Corp makes no representations or warranties regarding the availability, reliability, security, or functionality of any third-party service underlying the Platform.

Coterna Corp is not liable for any outage, data loss, degraded performance, service interruption, security breach, or failure caused by any third-party provider, regardless of whether Coterna Corp had prior knowledge of such failure. Your use of any third-party integrations made available through the Platform is subject to those providers' own terms and policies.

Coterna Corp expressly disclaims all liability arising from your use of or reliance on any third-party service or integration, whether or not such integration is enabled by default or at Client's request.

Intellectual Property

All content, features, functionality, design elements, workflows, templates, automations, branding, and technology comprising the Coterna Corp Platform are the exclusive property of Coterna Corp and are protected by applicable intellectual property laws. Nothing in these Terms transfers any ownership of Coterna Corp's intellectual property to you. You are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for your internal business purposes during your active subscription term.

Any feedback, suggestions, or ideas you provide regarding the Platform may be used by Coterna Corp without compensation or attribution to you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COTERNA CORP, ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO:

Loss of revenue, profits, income, or business opportunities

Loss of leads, customers, bookings, or contracts

Data loss, corruption, or unauthorized access

Platform downtime, service interruptions, or degraded performance

Unauthorized access to your account or data by third parties

Any action, inaction, or failure of any third-party service provider

Any communications sent or not sent through the Platform

Any regulatory penalty, fine, or legal action arising from your use of the Platform

IN NO EVENT SHALL COTERNA CORP'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO COTERNA CORP IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND EVEN IF COTERNA CORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COTERNA CORP EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COTERNA CORP DOES NOT WARRANT THAT THE PLATFORM WILL GENERATE ANY SPECIFIC BUSINESS RESULTS, LEADS, REVENUE, REVIEWS, BOOKINGS, OR RETURN ON INVESTMENT. YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.

Indemnification

You agree to indemnify, defend, and hold harmless Coterna Corp, its owners, officers, employees, contractors, agents, and partners from and against any and all claims, liabilities, damages, losses, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

Your use or misuse of the Platform

Your violation of any provision of these Terms

Your violation of any applicable federal, state, or local law or regulation

Your violation of any third party's rights, including privacy rights

Any content, data, or communications sent through the Platform by you or on your behalf

Any TCPA, CAN-SPAM, or other regulatory violation arising from your use of the Platform's communication tools

Any claim by your customers or end users arising from your use of the Platform

Coterna Corp reserves the right to assume exclusive control of any matter subject to indemnification by you, at your expense, and you agree to cooperate fully with Coterna Corp's defense of such claims.

Termination

Either party may terminate a subscription at any time. Termination by the Client does not entitle the Client to any refund of prepaid or current-period fees. Upon termination for any reason, Client's access to the Platform and all associated sub-account data will be immediately suspended.

Coterna Corp reserves the right to permanently delete all sub-account data, configurations, automations, contacts, and associated content thirty (30) days following termination without further notice. Coterna Corp has no obligation to retain or provide copies of Client data following the expiration of this period.

Coterna Corp reserves the right to terminate or suspend any account at any time and for any reason, including but not limited to violation of these Terms, non-payment, fraudulent activity, or conduct that Coterna Corp determines in its sole discretion to be harmful to the Platform, other users, or third parties. In cases of material breach, Coterna Corp may terminate immediately without notice or refund.

Sections 4, 6, 7, 8, 9, 10, 11, and 12 of these Terms shall survive termination.

Force Majeure

Coterna Corp shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, government actions, internet outages, third-party service failures, or cyberattacks. In such events, Coterna Corp's obligations shall be suspended for the duration of the force majeure event without liability.

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved exclusively through binding individual arbitration in Miami-Dade County, Florida, under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

YOU AND COTERNA CORP EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY.

Notwithstanding the foregoing, Coterna Corp reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Severability & Waiver

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Coterna Corp's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form or subscription agreement, constitute the entire agreement between you and Coterna Corp with respect to the Platform and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations, whether written or oral. No modification of these Terms shall be binding unless made in writing and accepted by Coterna Corp.

Contact

For questions or notices regarding these Terms, please contact us at:

Coterna Corp | Email: [email protected] | Website: coterna.com

All legal notices must be submitted in writing via email to [email protected] and are considered received upon confirmation of delivery.