MEDIALYST.AI TERMS OF SERVICE

Last Updated: October 1, 2025 Effective Date: October 1, 2025

SECTION 1: INTRODUCTION AND ACCEPTANCE OF TERMS

1.1 Agreement to Terms

These Terms of Service ("Terms," "Agreement," or "Terms of Service") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you," "your," "User," or "Customer"), and Solar Flare Ventures Inc., a Canadian corporation ("Medialyst," "we," "us," or "our"), concerning your access to and use of the Medialyst.ai website, platform, application programming interfaces, and all related services, features, content, and functionality (collectively, the "Services" or "Platform").

BY ACCESSING, BROWSING, OR USING THE SERVICES, CREATING AN ACCOUNT, CLICKING "I AGREE," OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

1.2 Capacity and Authority

By accepting these Terms, you represent and warrant that:

(a) You are at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement;

(b) If you are accepting these Terms on behalf of a company, organization, or other legal entity, you have the authority to bind such entity and its affiliates to these Terms, in which case "you" and "your" shall refer to such entity and its affiliates;

(d) You will comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Services; and

(e) Your use of the Services will not violate any applicable law, regulation, or the rights of any third party.

If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

1.3 Modifications to Terms

Medialyst reserves the right, in its sole discretion, to modify, amend, or update these Terms at any time. When we make material changes to these Terms, we will:

(a) Update the "Last Updated" date at the top of these Terms;

(b) Provide you with notice of such changes at least thirty (30) days prior to the effective date of the modified Terms, which notice may be provided by email to the address associated with your account, through in-application notifications, or by posting a prominent notice on our website;

(d) Give you the opportunity to review the modified Terms before they become effective.

Your continued use of the Services following the effective date of any modifications to these Terms shall constitute your acceptance of such modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Services and terminate your account prior to the effective date of the modifications.

For material changes that adversely affect your rights or obligations, you may reject the modified Terms by providing written notice to Medialyst within the thirty (30) day notice period, in which case your account will be subject to termination and you will be entitled to a pro-rata refund of any prepaid fees for Services not yet rendered.

1.4 Additional Terms and Policies

Certain features of the Services may be subject to additional terms, conditions, guidelines, or policies ("Additional Terms"), which will be presented to you for your acceptance when you access such features. All Additional Terms are incorporated into and made a part of these Terms by this reference. In the event of a conflict between these Terms and any Additional Terms, the Additional Terms shall control with respect to the specific feature to which they apply.

1.5 IMPORTANT NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 15 BELOW, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND MEDIALYST WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

By entering into these Terms, you expressly acknowledge that:

(a) You have read and understand Section 15 (Dispute Resolution and Arbitration);

(b) You agree to be bound by the arbitration provision and class action waiver contained therein;

(d) You are waiving your right to participate as a plaintiff or class member in any purported class action or representative proceeding; and

(e) You have had the opportunity to consult with legal counsel regarding the implications of this arbitration agreement and class action waiver.

SECTION 2: DESCRIPTION OF SERVICES

2.1 Platform Overview

Medialyst is an artificial intelligence-powered journalist discovery and media outreach platform designed to serve public relations professionals, startup founders, marketing teams, and media relations practitioners ("PR Professionals"). The Platform leverages advanced machine learning algorithms, natural language processing, and integrated third-party services to streamline and enhance the process of identifying, researching, and engaging with journalists and media professionals.

2.2 Core Services and Features

Subject to your compliance with these Terms and payment of applicable fees, Medialyst provides the following Services:

2.2.1 AI-Powered Press Release Analysis

The Platform utilizes OpenAI's GPT-4 technology and proprietary algorithms to:

(a) Analyze the content, structure, and messaging of User-submitted press releases, media advisories, and related communications;

(b) Extract key themes, topics, industry classifications, and newsworthy elements;

(d) Assess the newsworthiness and media appeal of submitted content; and

(e) Generate optimized search parameters for journalist discovery.

2.2.2 Intelligent Keyword Generation

The Platform's artificial intelligence engine automatically:

(a) Generates relevant search keywords and phrases based on press release analysis;

(b) Identifies industry-specific terminology and journalist beat classifications;

(d) Suggests trending topics and timely angles for media outreach; and

(e) Optimizes keyword combinations for effective journalist matching.

2.2.3 Article Discovery and News Monitoring

Through integration with Serper.dev and Google News search capabilities, the Platform:

(a) Searches and retrieves recently published articles relevant to User-specified topics;

(b) Identifies journalists who have recently written about subjects aligned with User content;

(d) Provides article summaries, publication details, and recency information; and

(e) Tracks journalist publishing patterns and topical focus areas.

2.2.4 Journalist Profiling and Database

The Platform compiles comprehensive journalist profiles that may include:

(a) Professional contact information, subject to verification processes;

(b) Publication affiliations and editorial positions;

(d) Beat classifications and topical expertise areas;

(e) Social media presence and professional networking profiles;

(f) Geographic coverage areas and regional focus; and

(g) Contact preferences and engagement history, where available.

2.2.5 Beat Analysis and Relevance Scoring

The Platform's AI-powered beat analysis functionality:

(a) Analyzes journalist writing patterns and topical focus areas;

(b) Calculates relevance scores based on alignment with User press releases;

(d) Tracks journalist interests over time to identify emerging coverage areas; and

(e) Provides confidence ratings for journalist-story fit assessments.

2.2.6 Personalized Outreach Generation

The Platform assists Users in creating media outreach communications by:

(a) Generating personalized pitch suggestions based on journalist profiles and User content;

(b) Recommending subject lines, opening hooks, and key talking points;

(d) Suggesting optimal timing for outreach based on journalist activity patterns; and

(e) Creating customizable outreach templates tailored to specific journalists or outlets.

2.2.7 Email Finding and Validation Services

The Platform provides multi-tiered email discovery and verification through:

(a) Author Page Extraction: Automated scanning of publication author pages and bylines;

(b) Third-Party Email Finding: Integration with Icypeas and FullEnrich services for professional email discovery;

(d) Confidence Scoring: Assessment of email accuracy and deliverability likelihood; and

(e) Bounce Prevention: Pre-send validation to minimize delivery failures.

Users acknowledge that email finding services rely on publicly available information and third-party data providers, and Medialyst does not guarantee the accuracy, completeness, or deliverability of discovered email addresses.

2.2.8 Campaign Management

The Platform enables Users to:

(a) Create, organize, and manage journalist outreach campaigns;

(b) Track campaign progress, status, and results;

(d) Monitor outreach metrics and engagement indicators; and

(e) Maintain historical records of media relations activities.

2.2.9 Workflow Builder and Recipe System

The Platform's workflow automation features allow Users to:

(a) Create custom "Recipes" defining automated journalist discovery workflows;

(b) Configure multi-step processes for press release analysis and journalist matching;

(d) Save and reuse workflow configurations for recurring campaign types; and

(e) Customize automation rules based on organizational preferences.

2.2.10 Export Capabilities

Users may export data from the Platform in various formats, including:

(a) Journalist lists in CSV, Excel, or other standard formats;

(b) Campaign reports and analytics summaries;

(d) Historical campaign data and records.

Export functionality may be subject to limitations based on subscription tier and these Terms.

2.3 Third-Party Services and Integrations

The Services integrate with and rely upon various third-party services, including but not limited to OpenAI (GPT-4), Serper.dev, Icypeas, FullEnrich, DeBounce, and Instantly. You acknowledge and agree that:

(a) The availability, functionality, and performance of third-party services are outside Medialyst's control;

(b) Third-party services may be subject to their own terms of service, privacy policies, and usage restrictions;

(d) Third-party service providers may modify, suspend, or discontinue their services at any time; and

(e) Your use of the Services constitutes acceptance of applicable third-party terms.

2.4 Service Availability and Modifications

Medialyst reserves the right to:

(a) Modify, update, enhance, or discontinue any aspect of the Services at any time;

(b) Introduce new features, functionality, or services;

(d) Implement usage limitations or restrictions; and

(e) Perform scheduled and emergency maintenance.

While Medialyst endeavors to provide reliable Services, we do not guarantee uninterrupted, error-free, or secure access to the Platform. Scheduled maintenance windows will be communicated in advance when practicable.

2.5 Accuracy and Limitations

You acknowledge and agree that:

(a) AI-generated content, recommendations, and analyses are provided for informational purposes and should be reviewed before use;

(b) Journalist contact information, profiles, and beat analyses may contain inaccuracies or become outdated;

(d) The Platform's relevance scoring and matching algorithms are probabilistic and may not perfectly predict journalist interest; and

(e) Medialyst does not guarantee any specific results, media coverage, or journalist responses from use of the Services.

SECTION 3: ACCOUNT REGISTRATION AND SECURITY

3.1 Account Registration Requirements

To access and use certain features of the Services, you must create a Medialyst account ("Account"). When registering for an Account, you agree to:

(a) Provide accurate, current, and complete information as prompted by the registration form ("Registration Data");

(b) Maintain and promptly update your Registration Data to keep it accurate, current, and complete;

(d) Create a secure password meeting Medialyst's password requirements;

(e) Accept these Terms and our Privacy Policy; and

(f) Complete any identity verification or additional registration steps required by Medialyst.

3.2 Accuracy of Information

You represent and warrant that all Registration Data and other information you provide to Medialyst is and shall remain true, accurate, current, and complete. You acknowledge that:

(a) Medialyst relies on the accuracy of your Registration Data to provide the Services;

(b) Inaccurate or incomplete information may result in service disruptions or account limitations;

(d) Providing false, misleading, or fraudulent information constitutes a material breach of these Terms; and

(e) Medialyst may suspend or terminate your Account if we reasonably believe your Registration Data is inaccurate, outdated, or incomplete.

You agree to promptly notify Medialyst of any changes to your Registration Data by updating your Account settings or contacting [email protected].

3.3 Password and Account Security

You are solely responsible for:

(a) Creating and maintaining a strong, unique password for your Account;

(b) Maintaining the confidentiality and security of your Account credentials;

(d) Ensuring that your Account credentials are not shared with unauthorized individuals;

(e) Logging out of your Account at the end of each session, particularly on shared devices; and

(f) Implementing appropriate security measures to protect your Account access.

Medialyst strongly recommends that you:

(i) Use a password that is at least twelve (12) characters in length;

(ii) Include a combination of uppercase letters, lowercase letters, numbers, and special characters;

(iii) Avoid using easily guessable information such as names, birthdays, or common words;

(iv) Use a unique password not used for any other online service;

(v) Enable two-factor authentication if available; and

(vi) Change your password periodically and immediately if you suspect any compromise.

3.4 Single Account Policy

Unless expressly authorized by Medialyst in writing:

(a) Each individual may maintain only one (1) personal Account;

(b) Each legal entity may maintain only one (1) Organization Account;

(c) Creating multiple Accounts to circumvent service limitations, usage restrictions, or subscription requirements is strictly prohibited;

(d) Creating Accounts using false identities, aliases, or fraudulent information is prohibited; and

(e) Transferring, selling, or assigning your Account to another party is prohibited.

Medialyst reserves the right to merge, suspend, or terminate duplicate Accounts and to forfeit any credits, data, or benefits associated with such Accounts.

3.5 Unauthorized Access Notification

You agree to immediately notify Medialyst of:

(a) Any unauthorized access to or use of your Account;

(b) Any unauthorized access to or use of the Services through your Account;

(d) Any security breach or suspected security breach affecting your Account;

(e) Any other breach of security of which you become aware; and

(f) Any unauthorized use of your Account by any current or former employee, contractor, or team member.

Notification must be provided by contacting Medialyst at [email protected] or through the Platform's security reporting mechanism. You agree to cooperate with Medialyst in investigating and addressing any security incidents.

Medialyst shall not be liable for any loss or damage arising from your failure to comply with this Section 3.5 or from any unauthorized access to your Account that results from your failure to maintain adequate Account security.

3.6 Organization Accounts and Team Features

3.6.1 Organization Account Structure

Medialyst offers Organization Accounts that allow multiple users to access the Services under a single subscription. Organization Accounts include:

(a) A primary Organization Administrator ("Org Admin") with full administrative privileges;

(b) The ability to invite and manage team members ("Team Members") under the Organization Account;

(d) Centralized billing and subscription management; and

(e) Administrative controls for managing Team Member permissions and access levels.

3.6.2 Organization Administrator Responsibilities

If you create or are designated as an Org Admin, you acknowledge and agree that:

(a) You are responsible for all activities conducted under the Organization Account by Team Members;

(b) You are responsible for ensuring all Team Members comply with these Terms;

(d) You must promptly remove Team Member access when their authorization terminates;

(e) You are responsible for managing Team Member permissions appropriately;

(f) You are the authorized representative for all billing and subscription matters;

(g) You are responsible for designating successor Org Admins if you leave the organization; and

(h) You will maintain accurate records of Team Member access and permissions.

3.6.3 Team Member Obligations

Team Members invited to an Organization Account agree to:

(a) Comply with these Terms and any additional policies established by the Org Admin;

(b) Use the Services only for legitimate organizational purposes;

(d) Not share Account credentials with unauthorized individuals;

(e) Notify the Org Admin of any security concerns or policy violations; and

(f) Cooperate with the Org Admin in managing Account security.

3.6.4 Liability for Team Member Actions

The Organization and Org Admin shall be jointly and severally liable for:

(a) All actions taken by Team Members using the Organization Account;

(b) Any violations of these Terms committed by Team Members;

(d) Ensuring Team Members' compliance with applicable laws and regulations.

3.7 Account Suspension and Termination

Medialyst reserves the right to suspend, limit, or terminate your Account, without prior notice or liability, for any reason, including but not limited to:

(a) Violation of these Terms or any applicable Additional Terms;

(b) Suspected fraudulent, abusive, or illegal activity;

(d) Extended periods of Account inactivity;

(e) Requests by law enforcement or other government agencies;

(f) Unexpected technical or security issues; and

(g) Discontinuation or modification of the Services.

Upon Account termination, your right to access the Services immediately ceases. Medialyst may, in its sole discretion, provide you an opportunity to export your data prior to termination.

SECTION 4: SUBSCRIPTION PLANS AND PAYMENT TERMS

4.1 Subscription Tiers

Medialyst offers the following subscription options, each subject to the specific features, limitations, and pricing set forth below and on our pricing page at medialyst.ai/pricing:

4.1.1 Free Tier

(a) Campaign Limit: Ten (10) journalist discovery campaigns per calendar month;

(b) Feature Access: Basic press release analysis, limited keyword generation, basic journalist discovery, and standard export capabilities;

(d) Email Finding: Basic email discovery with standard validation;

(e) Support: Community support and documentation access;

(f) Data Retention: Campaign data retained for thirty (30) days;

(g) Usage Restrictions: Subject to fair use limitations and rate limiting; and

(h) Cost: No charge; no payment information required.

The Free Tier is provided "as is" and Medialyst reserves the right to modify, limit, or discontinue Free Tier access at any time without notice.

4.1.2 Pro Tier

(a) Price: As displayed on our pricing page at medialyst.ai/pricing, billed monthly or annually;

(b) Campaign Limit: Unlimited journalist discovery campaigns;

(c) Feature Access: Full access to all Platform features, including advanced AI analysis, comprehensive keyword generation, enhanced journalist profiling, beat analysis, and advanced workflow builder;

(d) AI Features: Full access to AI-powered personalization, outreach generation, and relevance scoring;

(e) Email Finding: Priority email discovery through all integrated services with enhanced validation;

(f) Support: Priority email support with response within one (1) business day;

(g) Data Retention: Campaign data retained for the duration of active subscription plus ninety (90) days;

(h) Export: Unlimited exports in all available formats;

(i) Team Features: Organization Account with Team Member invitations (subject to additional fees if applicable); and

(j) API Access: Access to Medialyst API (subject to rate limits and API Terms).

4.1.3 Lifetime Access

(a) Price: As displayed on our pricing page at medialyst.ai/pricing, as a one-time payment;

(b) Access Duration: Perpetual access to Medialyst Services for the lifetime of the Platform, subject to the limitations set forth herein;

(d) Future Features: Access to substantially similar features as those available to Pro Tier subscribers, provided that Medialyst reserves the right to offer certain premium features, add-ons, or enterprise capabilities at additional cost;

(e) Support: Priority support equivalent to Pro Tier;

(f) Transferability: Lifetime access is non-transferable and tied to the original purchasing Account;

(g) Platform Continuity: In the event Medialyst discontinues the Platform, Lifetime Access holders will receive twelve (12) months' advance notice and a pro-rata refund based on the lesser of (i) the portion of the purchase price attributable to the period following discontinuation, calculated on a ten (10) year amortization schedule, or (ii) the amount actually refundable under applicable law; and

(h) Fair Use: Subject to reasonable usage limitations to prevent abuse; commercial resale or sub-licensing of access is prohibited.

4.2 Billing Cycles and Payment

4.2.1 Monthly Billing

For monthly subscriptions:

(a) Billing occurs on the same calendar day each month as your initial subscription date (the "Billing Date");

(b) If your Billing Date falls on a day not contained in a given month, billing will occur on the last day of that month;

(d) Access to paid features is contingent upon successful payment processing.

4.2.2 Annual Billing

For annual subscriptions:

(a) Billing occurs once per year on the anniversary of your initial subscription date;

(b) Annual fees are charged in advance for the full twelve (12) month period;

(d) No partial refunds are provided for early termination of annual subscriptions, except as required by applicable law.

4.2.3 One-Time Payments

For Lifetime Access and other one-time purchases:

(a) Full payment is required at the time of purchase;

(b) Access is granted upon successful payment processing; and

4.3 Payment Methods and Processing

4.3.1 Accepted Payment Methods

Medialyst accepts payment via:

(a) Major credit cards (Visa, Mastercard, American Express, Discover);

(b) Debit cards with credit card network logos;

(d) Wire transfers (for enterprise agreements); and

(e) Such other payment methods as Medialyst may make available from time to time.

4.3.2 Payment Processing

(a) All payments are processed through our third-party payment processor(s);

(b) By providing payment information, you authorize Medialyst and our payment processors to charge your designated payment method for all applicable fees;

(d) You are responsible for maintaining accurate and current payment information in your Account; and

(e) Medialyst does not store complete credit card numbers; such information is handled by our PCI-compliant payment processors.

4.3.3 Currency

All fees are quoted and charged in United States Dollars (USD). If you are located outside the United States:

(a) Your payment provider may apply currency conversion fees;

(b) Exchange rates are determined by your payment provider at the time of transaction; and

4.4 Automatic Renewal

4.4.1 Renewal Terms

UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE RENEWAL DATE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF THE SAME DURATION AS YOUR INITIAL SUBSCRIPTION TERM, AND YOUR DESIGNATED PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT SUBSCRIPTION FEE.

(a) Monthly subscriptions renew on a monthly basis;

(b) Annual subscriptions renew on an annual basis;

(d) Medialyst will provide at least thirty (30) days' notice of any price increases prior to your renewal date.

4.4.2 Cancellation

To cancel your subscription and prevent automatic renewal:

(a) You must cancel at least thirty (30) days prior to your next Billing Date;

(b) Cancellation may be initiated through your Account settings or by contacting [email protected];

(d) After your current billing period ends, your Account will revert to Free Tier access; and

(e) You will not receive a refund for any unused portion of your current billing period.

4.5 Refund Policy

4.5.1 General Non-Refundability

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AS REQUIRED BY APPLICABLE LAW, ALL FEES PAID TO MEDIALYST ARE NON-REFUNDABLE.

(a) Subscription fees are non-refundable, including for partial months or years;

(b) Lifetime Access payments are non-refundable;

(d) No refunds will be provided for Account termination due to violation of these Terms; and

(e) No refunds will be provided for dissatisfaction with the Services, third-party service limitations, or failure to achieve desired results.

4.5.2 Exceptions

Medialyst may, in its sole discretion, provide refunds or credits in the following circumstances:

(a) Duplicate charges resulting from technical errors;

(b) Charges made after valid cancellation was submitted;

(d) Material changes to the Services that substantially reduce functionality;

(e) As required by applicable consumer protection laws; or

(f) As otherwise determined appropriate by Medialyst on a case-by-case basis.

Refund requests must be submitted within thirty (30) days of the charge in question by contacting [email protected].

4.6 Price Changes

4.6.1 Right to Modify Pricing

Medialyst reserves the right to modify subscription prices at any time. Price changes will:

(a) Be communicated to you at least thirty (30) days prior to taking effect;

(b) Not apply to your current billing period;

(d) Be posted on our pricing page.

4.6.2 Price Protection

(a) For monthly subscribers: You may cancel before the price change takes effect without penalty;

(b) For annual subscribers: Your rate is locked for the duration of your current annual term;

(c) For Lifetime Access: Your one-time payment covers perpetual access regardless of subsequent price changes to subscription tiers; and

(d) Promotional or discounted rates are subject to the specific terms of the promotion.

4.7 Late Payment and Collections

4.7.1 Failed Payments

If a payment fails for any reason:

(a) Medialyst will attempt to process the payment using your designated payment method up to three (3) additional times over a fourteen (14) day period;

(b) You will receive email notifications regarding the failed payment and required action;

(d) If payment is not received within fourteen (14) days, your subscription may be terminated; and

(e) Medialyst reserves the right to restrict future subscription purchases if multiple payment failures occur.

4.7.2 Late Payment Interest

Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date of actual payment. You shall also be responsible for all costs of collection, including reasonable attorneys' fees.

4.7.3 Account Reactivation

If your Account is suspended or terminated due to non-payment:

(a) You must pay all outstanding amounts, including interest and fees, to reactivate;

(b) Reactivation is subject to Medialyst's approval;

(d) You may be required to pay a reactivation fee.

4.8 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and any other similar taxes or government charges. If Medialyst is required to collect or pay taxes on your behalf, such taxes will be added to your invoice or charged to your payment method.

4.9 Enterprise and Custom Pricing

For enterprise customers or organizations with custom requirements, Medialyst may offer negotiated pricing and terms pursuant to a separate written agreement. Such agreements shall control over these Terms to the extent of any conflict.

SECTION 5: ACCEPTABLE USE POLICY

5.1 General Conduct Requirements

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall:

(a) Comply with all applicable federal, state, local, and international laws and regulations, including but not limited to laws governing email communications, data protection, privacy, anti-spam, and commercial speech;

(b) Respect the rights and dignity of journalists, media professionals, and other third parties;

(d) Maintain the security and integrity of your Account and the Platform;

(e) Cooperate with Medialyst in investigating potential violations of these Terms; and

(f) Report any violations of these Terms or illegal activity you observe on the Platform.

5.2 Anti-Spam Provisions

5.2.1 Prohibition on Unsolicited Bulk Communications

YOU EXPRESSLY AGREE THAT YOU WILL NOT USE THE SERVICES TO SEND, FACILITATE, OR SUPPORT UNSOLICITED BULK ELECTRONIC COMMUNICATIONS ("SPAM").

Prohibited activities include, but are not limited to:

(a) Sending unsolicited commercial email to journalists or media professionals who have not expressed interest in receiving communications from you;

(b) Sending substantially similar messages to large numbers of recipients without prior relationship or consent;

(d) Harvesting email addresses from the Platform for use in bulk mailing campaigns;

(e) Sending messages with deceptive subject lines, false headers, or misleading sender information;

(f) Failing to honor unsubscribe requests or opt-out mechanisms;

(g) Using purchased, rented, or scraped email lists in conjunction with the Services; and

(h) Engaging in any practice that violates the CAN-SPAM Act, GDPR, CASL, or other applicable anti-spam legislation.

5.2.2 Canadian Anti-Spam Legislation (CASL) Compliance

AS A CANADIAN COMPANY, MEDIALYST TAKES CASL COMPLIANCE EXTREMELY SERIOUSLY. BY USING THE SERVICES, YOU REPRESENT, WARRANT, AND CERTIFY THAT:

(a) Express or Implied Consent: You have obtained express consent or have a valid basis for implied consent (such as an existing business relationship or conspicuously published contact information) from each recipient before sending any commercial electronic message using data obtained through the Services;

(b) Message Requirements: All commercial electronic messages you send include: (i) clear identification of you as the sender; (ii) valid contact information including mailing address; and (iii) a functional unsubscribe mechanism that remains active for at least sixty (60) days;

(c) Record Keeping: You maintain records sufficient to demonstrate consent for each recipient, including the date, time, and means by which consent was obtained;

(d) Unsubscribe Compliance: You process all unsubscribe requests within ten (10) business days and immediately cease all communications to that recipient;

(e) No Consent Sharing: You do not rely on consent obtained by third parties unless such consent was validly obtained and explicitly permits contact from you;

(f) B2B Communications: For business-to-business communications relying on conspicuously published contact information, you confirm the contact information was published for business purposes and your message is relevant to the recipient's business role; and

(g) Penalties Acknowledgment: You acknowledge that CASL violations can result in administrative monetary penalties up to $10,000,000 CAD per violation for individuals and $25,000,000 CAD per violation for corporations, and you accept full responsibility for any such penalties arising from your use of the Services.

5.2.3 User Anti-Spam Certification

BY USING THE SERVICES TO CONDUCT EMAIL OUTREACH, YOU CERTIFY EACH TIME YOU SEND COMMUNICATIONS THAT:

(a) Each recipient has provided consent or you have a valid legal basis for contact under applicable anti-spam laws;

(b) You have verified the accuracy of contact information before sending;

(d) You have not exceeded reasonable volume limits for professional outreach; and

(e) You have reviewed and approved all content before sending.

Medialyst reserves the right to require written certification of CASL compliance and may request evidence of consent records at any time.

5.2.4 Compliance Requirements

When conducting outreach through or in connection with the Services, you must:

(a) Clearly identify yourself and your organization in all communications;

(b) Provide accurate contact information;

(d) Honor opt-out requests within ten (10) business days;

(e) Maintain records of consent and opt-out requests; and

(f) Ensure the content of your communications is truthful and not misleading.

5.3 Journalist Relations Standards

5.3.1 No Harassment

You shall not engage in any conduct that constitutes harassment, intimidation, or abuse of journalists or media professionals, including but not limited to:

(a) Sending threatening, abusive, defamatory, or obscene communications;

(b) Repeatedly contacting journalists who have declined your pitches or requested no further contact;

(d) Publicly disparaging or attacking journalists who decline to cover your stories;

(e) Attempting to circumvent journalist preferences by contacting them through alternate channels after being refused;

(f) Disclosing journalists' personal information without consent;

(g) Filing frivolous complaints against journalists in retaliation for unfavorable coverage; and

(h) Any other conduct that a reasonable journalist would find harassing, hostile, or inappropriate.

5.3.2 Professional Standards

You agree to maintain professional standards in all journalist interactions, including:

(a) Respecting journalists' time and deadlines;

(b) Providing accurate and truthful information in press releases and pitches;

(d) Responding promptly and professionally to journalist inquiries; and

(e) Maintaining transparency about your role and interests.

5.4 Technical Restrictions

5.4.1 Prohibited Technical Activities

You shall not, and shall not permit any third party to:

(a) Automated Scraping: Use automated scripts, bots, crawlers, or similar technologies to extract data from the Platform beyond normal use patterns, except through approved API access;

(b) Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Services;

(c) Circumvention: Circumvent, disable, or interfere with security-related features, access controls, usage limitations, or authentication mechanisms;

(d) System Interference: Interfere with, disrupt, or create an undue burden on the Services, servers, networks, or infrastructure;

(e) Vulnerability Exploitation: Probe, scan, or test the vulnerability of the Services or breach any security or authentication measures;

(f) Malicious Code: Upload, transmit, or distribute viruses, malware, spyware, ransomware, or other malicious code;

(g) Rate Limit Evasion: Attempt to bypass or exceed rate limits, usage quotas, or other technical restrictions;

(h) Session Manipulation: Use multiple simultaneous sessions, session hijacking, or credential stuffing attacks;

(i) API Abuse: Use the API in ways that violate the API Terms of Service or exceed authorized access levels; and

(j) Infrastructure Attacks: Conduct denial-of-service attacks, resource exhaustion attacks, or similar activities against Medialyst infrastructure.

5.4.2 Normal Use Standards

"Normal use" of the Platform includes:

(a) Using the Platform's user interface as intended for creating and managing campaigns;

(b) Exporting data through provided export features within reasonable volumes;

(d) Accessing journalist profiles and search results at human-readable speeds.

5.5 Competitive Use Restrictions

You shall not use the Services to:

(a) Develop, improve, or train a competing product or service;

(b) Benchmark the Services against competitive offerings for publication or commercial purposes;

(d) Reverse engineer pricing, algorithms, or business methodologies;

(e) Recruit Medialyst employees or contractors; or

(f) Disparage or defame Medialyst, its Services, or its reputation.

5.6 Data Use Restrictions

5.6.1 Prohibition on Data Resale

You shall not:

(a) Sell, license, rent, or otherwise commercially transfer journalist contact information, profiles, or other data obtained through the Services to any third party;

(b) Incorporate data from the Services into databases, products, or services offered to third parties;

(d) Aggregate data from the Services for redistribution; or

(e) Create derivative databases or data products from Platform data.

5.6.2 Permitted Data Use

Data obtained through the Services may only be used:

(a) For your own internal media relations and public relations activities;

(b) To contact journalists regarding legitimate press releases and news stories;

(d) In compliance with applicable privacy and data protection laws.

5.7 Circumventing Limitations

You shall not attempt to circumvent any limitations of the Services, including:

(a) Creating multiple free Accounts to exceed campaign limits;

(b) Sharing Account access across multiple organizations or individuals not authorized as Team Members;

(d) Manipulating timestamps, metrics, or other data to misrepresent usage;

(e) Exploiting errors, bugs, or vulnerabilities to gain unauthorized access or features;

(f) Using the Free Tier for commercial purposes at scale that would normally require a paid subscription; and

(g) Any other action intended to obtain Services in excess of what you have paid for or are authorized to receive.

5.8 Volume Limits and Fair Use

5.8.1 Pitching Volume Limits

To protect journalist welfare and Platform integrity, the following volume limits apply to outreach conducted through or using data from the Services:

(a) Free Tier: Maximum of fifty (50) journalist contacts per campaign; ten (10) campaigns per month;

(b) Pro Tier: Reasonable commercial use without hard caps, subject to fair use review;

(d) All Tiers: Maximum of three (3) follow-up messages to any individual journalist per campaign; and

(e) All Tiers: Mandatory compliance with journalist opt-out requests.

5.8.2 Fair Use Determination

Medialyst reserves the right to review Account activity and determine, in its reasonable discretion, whether usage patterns constitute abuse or exceed fair use standards. Factors considered include:

(a) Total volume of outreach communications;

(b) Bounce rates and deliverability metrics;

(d) Patterns of repeated contact with unresponsive journalists;

(e) Use of automation or bulk messaging tools; and

(f) Comparison to usage patterns of similarly situated customers.

5.9 Content Standards for Press Releases

All press releases, pitches, and other content you submit to or create through the Services must:

(a) Be accurate, truthful, and not misleading;

(b) Relate to legitimate news, events, products, services, or announcements;

(d) Not infringe upon any third party's intellectual property rights, privacy rights, or other legal rights;

(e) Not promote illegal activities, violence, discrimination, or hatred;

(f) Not constitute spam, chain letters, or pyramid schemes;

(g) Not impersonate any person or entity or misrepresent your affiliation;

(h) Comply with all applicable laws and regulations, including securities laws, healthcare regulations, and advertising standards; and

(i) Be consistent with generally accepted public relations and journalism ethics standards.

5.10 Consequences of Violation

Violation of this Acceptable Use Policy may result in:

(a) Warning and request for corrective action;

(b) Temporary suspension of Account access;

(d) Permanent termination of your Account;

(e) Forfeiture of prepaid fees without refund;

(f) Reporting to appropriate law enforcement authorities;

(g) Legal action to recover damages and enforce Medialyst's rights; and

(h) Notification to affected journalists or third parties.

Medialyst reserves the right to take any action it deems appropriate, in its sole discretion, in response to violations of these Terms, without prior notice to you and without liability.

5.11 Reporting Violations

If you become aware of any violation of this Acceptable Use Policy, please report it to [email protected]. Medialyst will investigate all credible reports and take appropriate action.

5.12 Audit Rights and Compliance Monitoring

5.12.1 Medialyst's Audit Rights

MEDIALYST RESERVES THE RIGHT TO MONITOR, AUDIT, AND INVESTIGATE YOUR USE OF THE SERVICES TO ENSURE COMPLIANCE WITH THESE TERMS. You acknowledge and agree that:

(a) Activity Monitoring: Medialyst may monitor your use of the Services, including but not limited to email volume, journalist contact patterns, bounce rates, complaint rates, and usage patterns, using automated systems and manual review;

(b) Compliance Audits: Medialyst may request, and you agree to provide within ten (10) business days, documentation demonstrating your compliance with anti-spam laws, including consent records, unsubscribe logs, and message content samples;

(c) Access to Records: Upon reasonable request, you shall provide Medialyst with access to records related to your use of the Services, including email sending logs, consent documentation, and communications with journalists;

(d) Third-Party Audits: Medialyst may engage third-party auditors or compliance specialists to verify your compliance with these Terms, and you agree to cooperate with such auditors; and

(e) Regulatory Cooperation: If Medialyst receives inquiries from regulatory authorities (including the CRTC, FTC, ICO, or data protection authorities) regarding your activities, you agree to cooperate fully with any investigation and to indemnify Medialyst for any costs incurred.

5.12.2 Compliance Certification

Medialyst may require you to complete periodic compliance certifications confirming your adherence to these Terms. You agree to:

(a) Complete any compliance certification forms or questionnaires requested by Medialyst within the specified timeframe;

(b) Provide truthful and accurate information in all certifications;

(d) Acknowledge that false certifications constitute a material breach of these Terms and may be reported to relevant authorities.

5.12.3 Journalist Complaint Procedures

IF A JOURNALIST FILES A COMPLAINT REGARDING YOUR OUTREACH ACTIVITIES:

(a) Immediate Notice: Medialyst will notify you of the complaint within five (5) business days;

(b) Your Obligations: You must: (i) immediately cease all contact with the complaining journalist; (ii) add the journalist to your permanent suppression list; (iii) provide Medialyst with copies of all communications sent to that journalist; (iv) provide evidence of consent or legal basis for contact; and (v) cooperate fully with any investigation;

(c) Medialyst's Rights: Medialyst may, in its sole discretion: (i) suspend your account pending investigation; (ii) provide your identity and contact information to the complaining journalist; (iii) report the matter to relevant regulatory authorities; and (iv) terminate your account for repeated or serious complaints;

(d) Pattern of Complaints: If you receive complaints from more than three (3) journalists within any ninety (90) day period, Medialyst may immediately suspend or terminate your account without refund; and

(e) Indemnification: You agree to indemnify Medialyst for all costs, damages, and expenses arising from journalist complaints related to your activities, including legal fees, regulatory fines, and settlement costs.

SECTION 6: USER CONTENT AND DATA

6.1 Ownership of User Content

You retain all right, title, and interest in and to any content, materials, data, press releases, media materials, company information, product descriptions, and other information that you submit, upload, transmit, or otherwise make available through the Services ("User Content"). Nothing in these Terms shall be construed to transfer ownership of User Content from you to Medialyst.

6.2 License Grant to Medialyst

By submitting User Content to the Services, you hereby grant to Medialyst a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (through multiple tiers), and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content, in whole or in part, in any form, media, or technology now known or hereafter developed, solely for the following purposes:

(a) Service Provision: To provide, operate, maintain, and deliver the Services to you, including processing User Content through artificial intelligence systems to generate journalist matches, keyword extraction, beat analysis, and personalized outreach suggestions;

(b) Service Improvement: To analyze, improve, enhance, and develop the Services, including training and improving our algorithms, machine learning models, and artificial intelligence systems;

(d) Aggregated Analytics: To compile aggregated, anonymized, or de-identified data and statistics that do not identify you or any individual for business purposes, including benchmarking, industry analysis, and service optimization; and

(e) Legal Compliance: To comply with applicable laws, regulations, legal processes, or governmental requests.

This license shall survive termination of your account solely to the extent necessary to complete processing initiated prior to termination and to maintain aggregated or anonymized data derived from User Content.

6.3 User Responsibility for Content

You are solely responsible for:

(a) The accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content;

(b) Ensuring that User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, rights of publicity, rights of privacy, or other proprietary rights;

(c) Obtaining all necessary rights, licenses, consents, and permissions required for you to submit User Content and to grant the licenses set forth herein;

(d) Ensuring that User Content complies with all applicable laws, rules, and regulations, including without limitation laws governing advertising, marketing communications, and consumer protection; and

(e) Any claims, damages, losses, or liabilities arising from or related to User Content.

6.4 Prohibited Content

You shall not submit, upload, or otherwise make available through the Services any User Content that contains:

(a) Protected Health Information (PHI): Any information that relates to the past, present, or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present, or future payment for the provision of health care to an individual, and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations;

(b) Social Security Numbers: Any Social Security numbers, national identification numbers, or equivalent government-issued identification numbers;

(c) Financial Account Information: Any financial account numbers, credit card numbers, debit card numbers, bank account numbers, or other payment card data subject to the Payment Card Industry Data Security Standard (PCI DSS);

(d) Authentication Credentials: Passwords, security codes, access tokens, or other authentication credentials of any third party;

(e) Sensitive Personal Data: Biometric data, genetic data, information concerning an individual's sex life or sexual orientation, racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, except to the extent such information is publicly available and relevant to legitimate media outreach purposes;

(f) Confidential Third-Party Information: Trade secrets, proprietary information, or confidential information belonging to third parties that you do not have the right to disclose; or

(g) Harmful Content: Malware, viruses, or any code designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.

6.5 User as Data Controller

When you export, download, or otherwise obtain journalist contact information, media lists, or other personal data from the Services, you acknowledge and agree that:

(a) You become an independent data controller (or equivalent designation under applicable data protection law) with respect to such exported data;

(b) You are solely responsible for determining the purposes and means of processing such data;

(c) You must establish and maintain your own lawful basis for processing such data, including but not limited to compliance with the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the CAN-SPAM Act, and all other applicable data protection and privacy laws;

(d) You are solely responsible for providing any required notices to, and obtaining any required consents from, data subjects;

(e) You must implement appropriate technical and organizational measures to protect such data; and

(f) Medialyst shall have no liability for your use, processing, storage, or disclosure of exported data.

6.6 Content Representations and Warranties

By submitting User Content, you represent and warrant that:

(a) You own or have obtained all necessary rights, licenses, consents, and permissions to submit such User Content and to grant the licenses set forth in these Terms;

(b) The User Content, and Medialyst's use thereof as contemplated by these Terms, does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, rights of publicity, rights of privacy, contractual rights, or any other proprietary rights;

(d) The User Content does not violate any applicable law, rule, or regulation;

(e) The User Content does not contain any Prohibited Content as set forth in Section 6.4;

(f) The User Content does not contain any defamatory, libelous, or unlawfully threatening material;

(g) You have the authority to bind your organization to these Terms if you are submitting User Content on behalf of an organization; and

(h) All information you provide in connection with User Content is true, accurate, current, and complete.

SECTION 7: AI SERVICES DISCLAIMER

7.1 Nature of AI-Generated Content

THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES, INCLUDING LARGE LANGUAGE MODELS PROVIDED BY THIRD-PARTY PROVIDERS SUCH AS OPENAI, LLC ("AI PROVIDERS"), TO ANALYZE USER CONTENT, GENERATE KEYWORD EXTRACTIONS, IDENTIFY RELEVANT JOURNALISTS, ASSESS BEAT COMPATIBILITY, AND CREATE PERSONALIZED OUTREACH SUGGESTIONS (COLLECTIVELY, "AI OUTPUTS"). YOU ACKNOWLEDGE AND AGREE THAT:

(a) Inherent Limitations: Artificial intelligence systems, including large language models, have inherent limitations and may produce outputs that are inaccurate, incomplete, inconsistent, misleading, or factually incorrect. This phenomenon, commonly referred to as "hallucination," is a known characteristic of current AI technology and cannot be entirely eliminated;

(b) No Guarantee of Accuracy: AI OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MEDIALYST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY, AVAILABILITY, TIMELINESS, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY AI OUTPUTS;

(c) Probabilistic Nature: AI systems generate outputs based on probabilistic models and pattern recognition. The same input may produce different outputs at different times, and outputs may vary based on factors outside of Medialyst's control;

(d) No Professional Advice: AI OUTPUTS DO NOT CONSTITUTE AND SHALL NOT BE CONSTRUED AS PROFESSIONAL ADVICE OF ANY KIND, INCLUDING WITHOUT LIMITATION PUBLIC RELATIONS ADVICE, LEGAL ADVICE, MEDIA STRATEGY ADVICE, MARKETING ADVICE, OR BUSINESS ADVICE. AI OUTPUTS ARE INTENDED SOLELY AS INFORMATIONAL STARTING POINTS AND SUGGESTIONS TO ASSIST YOUR INDEPENDENT DECISION-MAKING;

(e) Third-Party AI Providers: Certain AI functionalities are provided through integration with third-party AI Providers. Medialyst does not control and is not responsible for the performance, availability, accuracy, or outputs of third-party AI systems. Your use of features powered by third-party AI Providers may be subject to additional terms and conditions imposed by such providers; and

(f) Evolving Technology: AI technology is rapidly evolving, and the capabilities and limitations of AI systems may change over time. Medialyst reserves the right to modify, update, or replace AI components of the Services at any time without notice.

7.2 Mandatory Human Review and Verification

YOU ACKNOWLEDGE, AGREE, AND UNDERSTAND THAT:

(a) Independent Verification Required: You must independently verify all AI Outputs before relying upon, using, or acting upon such outputs. This includes, without limitation, verifying journalist contact information, publication affiliations, beat coverage areas, and any factual claims contained in AI-generated content;

(b) Human Review Mandatory: All AI Outputs require human review, judgment, and approval before use. You must exercise your own professional judgment in evaluating the appropriateness, accuracy, and suitability of any AI Outputs for your specific purposes;

(c) No Automated Reliance: You shall not use AI Outputs as the sole basis for any decision or action without independent human verification and approval. Automated or blind reliance on AI Outputs is expressly prohibited;

(d) Professional Consultation: For matters requiring professional expertise, including legal compliance, regulatory matters, and communications strategy, you should consult with qualified professionals and not rely solely on AI Outputs;

(e) Final Content Responsibility: You assume full and sole responsibility for the final content of any communications, pitches, press releases, or other materials you send to journalists or other third parties, regardless of whether such content was informed by, based upon, or generated with the assistance of AI Outputs; and

(f) Fitness Determination: You are solely responsible for determining whether any AI Output is fit for your intended purpose. Medialyst makes no representation that AI Outputs will be suitable for any particular use case, industry, jurisdiction, or audience.

7.3 Beat Matching and Scoring Disclaimer

The Services may provide beat matching scores, relevance rankings, compatibility assessments, or similar numerical or qualitative indicators ("Matching Scores") to assist you in evaluating potential journalist matches. You acknowledge and agree that:

(a) Estimates Only: Matching Scores are algorithmic estimates based on available data and AI analysis. They are not guarantees, predictions, or representations of actual compatibility, interest, or likelihood of response;

(b) Limited Data: Matching Scores are based on publicly available information, which may be incomplete, outdated, or inaccurate. Scores do not account for factors unknown to the system, including journalists' current workloads, editorial priorities, publication schedules, or personal preferences;

(c) No Outcome Guarantee: A high Matching Score does not guarantee that a journalist will be interested in your story, respond to your outreach, or provide coverage. A low Matching Score does not mean a journalist would be uninterested;

(d) Subjective Factors: Journalist interest and coverage decisions involve subjective human judgment that cannot be accurately predicted by algorithms; and

(e) Use as One Factor: Matching Scores should be used as one of many factors in your decision-making process, not as the sole or primary basis for outreach decisions.

7.4 Personalized Outreach Suggestions Disclaimer

The Services may generate personalized outreach suggestions, pitch templates, email drafts, subject line recommendations, or other suggested communications content ("Outreach Suggestions"). You acknowledge and agree that:

(a) Starting Points Only: Outreach Suggestions are provided solely as starting points, drafts, and suggestions to assist your creative process. They are not final, polished, or ready-to-send communications;

(b) Customization Required: You must review, customize, edit, and adapt all Outreach Suggestions to reflect your voice, brand, specific circumstances, and professional judgment before use;

(c) Factual Verification: You must verify all factual claims, references, and statements contained in Outreach Suggestions. AI systems may generate plausible-sounding but inaccurate information;

(d) Tone and Appropriateness: You are responsible for ensuring that the tone, style, and content of any communications you send are appropriate for the recipient and context;

(e) No Efficacy Guarantee: Medialyst makes no representations or warranties regarding the effectiveness, persuasiveness, or success rate of Outreach Suggestions; and

(f) Compliance Responsibility: You are solely responsible for ensuring that any communications you send comply with all applicable laws, regulations, and industry standards, including anti-spam laws, data protection regulations, and journalistic ethics guidelines.

7.5 Assumption of Risk and Limitation of Liability

(a) Assumption of Risk: BY USING THE AI-POWERED FEATURES OF THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THE LIMITATIONS OF AI TECHNOLOGY AS DESCRIBED IN THIS SECTION 7 AND VOLUNTARILY ASSUME ALL RISKS ASSOCIATED WITH THE USE OF AI OUTPUTS;

(b) No Liability for AI Outputs: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDIALYST, ITS AFFILIATES, AND ITS AI PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, CLAIMS, OR COSTS ARISING FROM OR RELATED TO YOUR USE OF OR RELIANCE UPON AI OUTPUTS, INCLUDING WITHOUT LIMITATION ANY INACCURACIES, ERRORS, OMISSIONS, OR HALLUCINATIONS IN AI-GENERATED CONTENT;

(c) No Liability for Third-Party Actions: Medialyst shall not be liable for any actions taken by journalists, publications, or other third parties in response to communications you send, regardless of whether such communications were informed by AI Outputs; and

(d) Indemnification: You agree to indemnify, defend, and hold harmless Medialyst and its officers, directors, employees, agents, affiliates, and AI Providers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to your use of AI Outputs or any communications you send based upon or informed by AI Outputs.

7.6 AI-Generated Content and Defamation Protection

7.6.1 Defamation Risk Acknowledgment

YOU ACKNOWLEDGE AND AGREE THAT AI-GENERATED CONTENT MAY CONTAIN STATEMENTS THAT COULD BE DEFAMATORY, LIBELOUS, FALSE, MISLEADING, OR DAMAGING TO THE REPUTATION OF THIRD PARTIES, INCLUDING JOURNALISTS. Specifically:

(a) AI Hallucination Risk: AI systems may generate false statements about journalists, including incorrect claims about their work, opinions, affiliations, or conduct. Such statements may constitute defamation if published;

(b) Your Review Obligation: You have an absolute and non-delegable duty to review all AI-generated content for accuracy, truthfulness, and potential defamatory statements before use;

(c) No Reliance Defense: The fact that defamatory content was generated by AI does not provide a defense to defamation claims. You, as the publisher, bear full legal responsibility for any content you send or publish;

(d) Journalist Reputation: You shall not use AI Outputs in any manner that damages, disparages, or harms the professional or personal reputation of any journalist, regardless of whether such harm was intentional; and

(e) Verification Requirement: Before sending any AI-generated content that references specific journalists, their work, or their opinions, you must independently verify the accuracy of such references against primary sources.

7.6.2 Defamation Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MEDIALYST AND THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, SETTLEMENTS, JUDGMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND LITIGATION COSTS) ARISING FROM OR RELATED TO:

(a) Any claim of defamation, libel, slander, false light, or invasion of privacy arising from content you sent or published that was generated by, based upon, or informed by AI Outputs;

(b) Any claim that AI-generated content you used contained false statements of fact about any person or entity;

(c) Any claim that your use of AI Outputs damaged the reputation, business, or professional standing of any journalist, publication, or third party;

(d) Any regulatory action, complaint, or proceeding arising from defamatory content in your communications; and

(e) Any settlement or judgment you agree to or that is entered against you in connection with defamation claims.

This indemnification obligation applies regardless of whether you were aware the content was defamatory at the time of publication and regardless of whether you relied in good faith on AI Outputs.

SECTION 8: JOURNALIST DATA AND CONTACT INFORMATION DISCLAIMER

8.1 Nature and Sources of Journalist Data

The Services provide access to journalist profiles, contact information, publication affiliations, beat coverage information, article history, and related data ("Journalist Data"). You acknowledge and understand that:

(a) Publicly Available Sources: Journalist Data is aggregated, compiled, and derived from publicly available sources, including without limitation published articles, author bylines, publication websites, professional networking profiles, social media profiles, media directories, press release distribution records, and other publicly accessible information;

(b) Third-Party Data Providers: Certain Journalist Data, including email addresses and contact information, may be obtained from third-party data providers, email finding services, and verification services. Medialyst does not control the accuracy or completeness of data obtained from third-party sources;

(c) Automated Collection: Journalist Data may be collected, aggregated, and updated through automated processes, web crawling, API integrations, and algorithmic analysis. Such processes have inherent limitations and may not capture all relevant information or changes;

(d) No Direct Relationships: Medialyst does not have direct relationships with the journalists whose information is included in the Services. Journalist Data is compiled without the express consent or participation of individual journalists; and

(e) Compilation and Analysis: Medialyst adds value through the compilation, organization, analysis, and presentation of Journalist Data, including beat categorization, relevance scoring, and matching algorithms. The underlying factual data regarding journalists remains subject to the limitations described in this Section 8.

8.2 No Guarantee of Accuracy or Currency

MEDIALYST MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENCY, OR TIMELINESS OF JOURNALIST DATA. YOU ACKNOWLEDGE AND AGREE THAT:

(a) Dynamic Information: The media industry is highly dynamic. Journalists frequently change employers, publications, beats, titles, and contact information. Information that was accurate at the time of collection may become outdated rapidly;

(b) No Real-Time Updates: Journalist Data is not updated in real-time. There may be significant delays between when a journalist's circumstances change and when such changes are reflected in the Services;

(c) Incomplete Coverage: The Services do not and cannot include comprehensive information on all journalists, publications, or media outlets. Coverage may vary by industry, geography, publication type, and other factors;

(d) Accuracy Limitations: Despite reasonable efforts to maintain data quality, Journalist Data may contain errors, inaccuracies, outdated information, or omissions. Some data fields may be incomplete or unavailable for certain journalists;

(e) Beat Classification Limitations: Beat classifications and coverage area designations are based on algorithmic analysis of published content and available metadata. They may not accurately reflect a journalist's current interests, assignments, or coverage preferences; and

(f) No Verification of Employment: Medialyst does not independently verify that journalists are currently employed by the publications indicated in the Services or that they are currently accepting pitches on the topics indicated.

8.3 Email Address Disclaimer and Validation

The Services may provide email addresses for journalists, which are obtained through various methods and sources. You acknowledge and agree that:

(a) Multi-Tier Email Finding: Email addresses may be obtained from multiple sources with varying levels of reliability, including:

(i) Author Pages and Bylines: Email addresses published directly on publication websites, author pages, or article bylines;

(ii) Professional Profiles: Email addresses listed on professional networking sites, personal websites, or social media profiles;

(iii) Algorithmic Inference: Email addresses generated through pattern matching and algorithmic inference based on known email formats at specific publications;

(iv) Third-Party Email Finding Services: Email addresses obtained from third-party email lookup and verification services; and

(v) Historical Records: Email addresses from historical records, databases, or previous interactions;

(b) Confidence Scores: The Services may provide confidence scores, reliability indicators, or source attributions for email addresses. You acknowledge that:

(i) Confidence scores indicate the relative reliability of the source and methodology used to obtain the email address, not a guarantee of accuracy or deliverability;

(ii) A high confidence score does not guarantee that an email address is accurate, current, or deliverable;

(iii) Confidence scores are estimates based on available data and may not reflect current circumstances; and

(iv) You should exercise greater caution with email addresses that have lower confidence scores;

(i) Deliverable: The email address has passed technical validation checks and appears to be capable of receiving email at the time of validation. This does not guarantee current deliverability or that the intended recipient will receive or read your message;

(ii) Risky: The email address has characteristics that suggest potential delivery issues, such as catch-all domains, disposable email services, or previous bounce history. Use with caution;

(iii) Unknown: The email address could not be definitively validated or invalidated. The email server did not provide sufficient information to determine deliverability;

(iv) Undeliverable: The email address has failed validation checks and is likely to result in a bounce or delivery failure. Use is not recommended;

(d) Validation Limitations: Email validation is performed at a specific point in time and does not guarantee future deliverability. Email addresses may become invalid after validation due to account closures, domain changes, or other factors;

(e) No Deliverability Guarantee: MEDIALYST DOES NOT AND CANNOT GUARANTEE THAT EMAILS SENT TO ADDRESSES PROVIDED THROUGH THE SERVICES WILL BE DELIVERED, RECEIVED, OPENED, OR READ. Email deliverability depends on numerous factors outside of Medialyst's control, including recipient email server configurations, spam filters, inbox capacity, and recipient preferences; and

(f) Bounce and Reputation Risks: You acknowledge that sending emails to invalid or outdated addresses may negatively impact your sender reputation, email deliverability rates, and may result in your emails being flagged as spam.

8.4 User Verification Obligations

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR:

(a) Independent Verification: Independently verifying the accuracy and currency of all Journalist Data before relying upon or using such data, including verifying that journalists are still employed at the indicated publications and covering the indicated beats;

(b) Contact Appropriateness: Determining whether it is appropriate to contact any particular journalist based on their current role, beat coverage, publication policies, and expressed preferences regarding unsolicited pitches;

(c) Opt-Out Compliance: Honoring any opt-out requests, unsubscribe requests, or other communications from journalists indicating they do not wish to receive communications from you;

(d) Bounce Management: Promptly removing email addresses that bounce or result in delivery failures from your contact lists and refraining from repeatedly attempting to contact invalid addresses; and

(e) Data Hygiene: Maintaining the accuracy and currency of any Journalist Data you export, download, or store outside of the Services.

8.5 Legal Compliance for Outreach Activities

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF JOURNALIST DATA AND ANY OUTREACH ACTIVITIES COMPLY WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, INCLUDING WITHOUT LIMITATION:

(a) CAN-SPAM Act: The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM Act), including requirements for accurate header information, honest subject lines, identification of commercial messages, inclusion of physical postal address, honoring opt-out requests within 10 business days, and prohibitions on deceptive practices;

(b) GDPR: The General Data Protection Regulation (Regulation (EU) 2016/679), to the extent applicable to your processing of personal data of journalists located in the European Economic Area, including requirements for lawful basis for processing, data subject rights, and cross-border transfer restrictions;

(c) UK GDPR: The United Kingdom General Data Protection Regulation and Data Protection Act 2018, to the extent applicable to your processing of personal data of journalists located in the United Kingdom;

(d) CCPA/CPRA: The California Consumer Privacy Act and California Privacy Rights Act, to the extent applicable to your business and processing activities;

(e) CASL: Canada's Anti-Spam Legislation, to the extent applicable to electronic messages sent to or from Canada;

(f) Other Privacy Laws: All other applicable federal, state, provincial, and local privacy, data protection, and electronic communications laws;

(g) Industry Guidelines: Applicable industry guidelines and best practices for media relations and journalist outreach; and

(h) Publication Policies: Policies and guidelines published by media outlets regarding the submission of pitches and press materials.

MEDIALYST PROVIDES JOURNALIST DATA AS A TOOL TO ASSIST YOUR MEDIA OUTREACH EFFORTS. MEDIALYST DOES NOT PROVIDE LEGAL ADVICE AND DOES NOT REPRESENT THAT USE OF THE SERVICES WILL COMPLY WITH ANY APPLICABLE LAW. YOU SHOULD CONSULT WITH QUALIFIED LEGAL COUNSEL REGARDING YOUR COMPLIANCE OBLIGATIONS.

8.6 Limitation of Liability for Journalist Data

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) MEDIALYST SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, CLAIMS, OR COSTS ARISING FROM OR RELATED TO INACCURACIES, ERRORS, OMISSIONS, OR OUTDATED INFORMATION IN JOURNALIST DATA;

(b) MEDIALYST SHALL NOT BE LIABLE FOR ANY FAILED COMMUNICATIONS, UNDELIVERED EMAILS, NEGATIVE RESPONSES FROM JOURNALISTS, OR LACK OF MEDIA COVERAGE RESULTING FROM YOUR USE OF JOURNALIST DATA;

(c) MEDIALYST SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR SENDER REPUTATION, EMAIL DELIVERABILITY, OR RELATIONSHIPS WITH JOURNALISTS OR PUBLICATIONS; AND

(d) YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MEDIALYST AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM OR RELATED TO YOUR USE OF JOURNALIST DATA OR ANY COMMUNICATIONS YOU SEND TO JOURNALISTS.

SECTION 9: INTELLECTUAL PROPERTY RIGHTS

9.1 Medialyst Intellectual Property

Medialyst and its licensors own and retain all right, title, and interest in and to:

(a) Platform Technology: The Services, including all software, code, algorithms, architectures, interfaces, databases, and technical infrastructure underlying or comprising the Services;

(b) Artificial Intelligence Systems: All artificial intelligence models, machine learning systems, natural language processing algorithms, matching algorithms, scoring systems, and related technologies developed by or for Medialyst, including any improvements, modifications, or derivative works thereof (excluding third-party AI systems licensed to Medialyst);

(c) Data Compilation Methods: All methods, processes, techniques, and systems used to collect, aggregate, compile, organize, analyze, and present Journalist Data, including data structures, taxonomies, categorization schemes, and indexing methods;

(d) Proprietary Data: All data compilations, databases, and datasets created by Medialyst, including Journalist Data compilations, beat taxonomies, publication databases, and media outlet classifications, to the extent such compilations reflect creative selection, coordination, or arrangement;

(e) Recipe Templates: All pre-configured search templates, filtering configurations, workflow templates, and similar tools provided within the Services ("Recipe Templates");

(f) Visual Design: All visual designs, user interfaces, graphics, icons, logos, trade dress, and look and feel of the Services;

(g) Documentation: All documentation, help files, tutorials, guides, and instructional materials related to the Services;

(h) Trademarks: The Medialyst name, logo, and all related names, logos, product and service names, designs, and slogans ("Medialyst Marks"); and

(i) All Intellectual Property Rights: All patents, copyrights, trademarks, trade secrets, and other intellectual property rights in and to the foregoing.

The foregoing intellectual property is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of Canada, the United States, and other foreign jurisdictions.

9.2 User-Owned Content and Materials

You own and retain all right, title, and interest in and to:

(a) User Content: All press releases, media materials, company information, product descriptions, and other content you submit to the Services, subject to the license granted in Section 6.2;

(b) Original Creative Works: Any original creative content you independently develop, excluding any elements derived from AI Outputs or Medialyst intellectual property;

(c) Exported Media Lists: Media lists, contact lists, and data compilations you create by selecting, organizing, and exporting Journalist Data from the Services, provided that such ownership is limited to your creative selection and arrangement and does not extend to the underlying Journalist Data or Medialyst's data compilation methods; and

(d) Your Trademarks: Your trademarks, trade names, logos, and brand elements that you may upload or use in connection with the Services.

9.3 License to AI-Generated Outputs

(a) Grant of License: Subject to your compliance with these Terms and payment of all applicable fees, Medialyst hereby grants you a non-exclusive, non-transferable, revocable license to use, reproduce, modify, and create derivative works from AI Outputs generated through your use of the Services, solely for your internal business purposes related to media relations and journalist outreach;

(b) Scope Limitations: This license does not permit you to:

(i) Sell, sublicense, or distribute AI Outputs to third parties as a standalone product or service;

(ii) Use AI Outputs to develop competing products or services;

(iii) Remove or obscure any proprietary notices or attributions included in AI Outputs;

(iv) Represent AI Outputs as solely your original work without any AI assistance, where such representation would be misleading or deceptive; or

(v) Use AI Outputs in any manner that violates applicable law or these Terms;

(c) No Ownership Transfer: This license does not constitute a transfer of ownership. Medialyst and its AI Providers retain all intellectual property rights in and to the AI systems, models, and technologies used to generate AI Outputs;

(d) Third-Party Rights: AI Outputs may be subject to terms and conditions imposed by third-party AI Providers. You agree to comply with any such terms as they may apply to your use of AI Outputs; and

(e) Similarity of Outputs: You acknowledge that AI systems may generate similar or identical outputs for different users based on similar inputs. Medialyst makes no representation of exclusivity in AI Outputs.

9.4 Feedback and Suggestions

(a) Feedback License: If you provide Medialyst with any feedback, suggestions, ideas, enhancement requests, recommendations, or other input regarding the Services ("Feedback"), you hereby grant Medialyst a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such Feedback for any purpose, without any obligation to provide attribution or compensation to you;

(b) No Obligation: Medialyst is under no obligation to use, implement, or respond to any Feedback;

(c) No Confidentiality: Feedback shall not be considered confidential or proprietary information of yours, regardless of any designation you may apply to it; and

(d) Waiver of Rights: You waive any and all moral rights, rights of attribution, rights of integrity, and any other rights of a similar nature with respect to Feedback, to the extent permitted by applicable law.

9.5 No Implied Licenses

Except for the express licenses granted in these Terms:

(a) Medialyst does not grant you any right, title, or interest in or to the Services, Medialyst intellectual property, Medialyst Marks, or any other Medialyst property;

(b) All rights not expressly granted herein are reserved by Medialyst and its licensors;

(d) Nothing in these Terms shall be construed to grant you any license to Medialyst patents, if any.

SECTION 10: THIRD-PARTY SERVICES AND INTEGRATIONS

10.1 Third-Party Service Providers

The Service integrates with and relies upon various third-party service providers to deliver its functionality. These third-party services include, but are not limited to:

(a) Artificial Intelligence Services: OpenAI, Inc. and its affiliates, which provide artificial intelligence and machine learning capabilities used in journalist discovery, content analysis, and pitch assistance features;

(b) Search and Data Services: Serper.dev and similar search API providers, which enable journalist and publication discovery functionality;

(c) Contact Enrichment Services: Icypeas, FullEnrich, and similar contact data providers, which supply journalist contact information including email addresses and professional details;

(d) Email Validation Services: DeBounce, Instantly, and similar email verification providers, which validate email address deliverability and accuracy; and

(e) Other Infrastructure and Service Providers: Cloud hosting providers, content delivery networks, analytics services, payment processors, and other technology vendors necessary for Service operation.

10.2 Applicability of Third-Party Terms

Your use of the Service is subject to the terms of service, privacy policies, acceptable use policies, and other agreements governing the third-party services integrated with or utilized by the Service (collectively, "Third-Party Terms"). By using the Service, you acknowledge and agree that:

(a) Third-Party Terms are separate and independent agreements between you (through your use of the Service) and the respective third-party providers;

(b) You are responsible for reviewing and complying with all applicable Third-Party Terms to the extent they apply to your use of the Service;

(c) Medialyst's integration with third-party services does not constitute an endorsement, warranty, or guarantee of such services; and

(d) Third-party providers may modify, suspend, or discontinue their services at any time, which may affect Service functionality.

10.3 Third-Party Service Availability and Performance

MEDIALYST DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR PERFORMANCE OF ANY THIRD-PARTY SERVICES. Without limiting the foregoing:

(a) Third-party services may experience downtime, errors, interruptions, or degraded performance that may affect the Service's functionality;

(b) Third-party providers may modify their services, APIs, data formats, or terms at any time without notice to Medialyst or you;

(c) Data provided by third-party services, including journalist contact information, publication data, and AI-generated content, may contain errors, inaccuracies, or omissions;

(d) Third-party rate limits, usage restrictions, or service quotas may affect your ability to use certain Service features; and

(e) Medialyst shall have no liability for any failure, delay, or degradation of Service resulting from third-party service issues.

10.4 Data Sharing with Third-Party Providers

To provide the Service, Medialyst shares certain data with third-party service providers. By using the Service, you acknowledge and consent to the sharing of:

(a) Search queries, journalist criteria, and discovery parameters with search and data providers;

(b) Contact information and email addresses with validation and enrichment providers;

(d) Usage data, analytics, and technical information with infrastructure and analytics providers; and

(e) Such other data as reasonably necessary to provide the Service functionality you request.

10.5 External Links and Third-Party Content

The Service may contain links to third-party websites, applications, or resources ("External Links"), and may display, include, or make available content, data, information, or materials from third parties ("Third-Party Content"). With respect to External Links and Third-Party Content:

(a) External Links are provided solely as a convenience and do not constitute an endorsement, approval, or verification of such third-party resources by Medialyst;

(b) Medialyst has no control over, and assumes no responsibility for, the content, privacy policies, practices, availability, or accuracy of any External Links or Third-Party Content;

(c) Your access to and use of External Links and Third-Party Content is at your own risk and subject to the terms and conditions of such third parties; and

(d) Medialyst shall not be liable for any loss or damage arising from your reliance on or use of any External Links or Third-Party Content.

SECTION 11: LIMITATION OF LIABILITY

11.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF MEDIALYST AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE "MEDIALYST PARTIES") ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR YOUR USE THEREOF, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF:

(a) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00); OR

(b) THE TOTAL FEES ACTUALLY PAID BY YOU TO MEDIALYST FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

For purposes of this Section 11.1, if you have multiple claims, the aggregate liability cap shall apply to all such claims collectively, not to each claim individually. If you are using the Service under a free trial, free tier, or promotional offer and have not paid any fees, the liability cap shall be limited to one hundred United States dollars (USD $100.00).

11.2 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MEDIALYST PARTIES BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;

(d) BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES;

(e) LOSS OF USE OR DIMINUTION IN VALUE OF THE SERVICE;

(f) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE;

(g) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, OR CONTENT;

(h) ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR HARMFUL CODE TRANSMITTED TO OR THROUGH THE SERVICE BY THIRD PARTIES;

(i) ANY ERRORS, INACCURACIES, OR OMISSIONS IN SERVICE CONTENT OR DATA; OR

(j) ANY OTHER LOSS OR DAMAGE OF ANY KIND,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE MEDIALYST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.3 No Liability for Outreach Outcomes

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE MEDIALYST PARTIES SHALL HAVE NO LIABILITY WHATSOEVER FOR:

(a) Media Coverage Outcomes: Medialyst does not guarantee that your use of the Service will result in any media coverage, press mentions, articles, interviews, or other publicity. The Service is a tool to facilitate journalist discovery and outreach; actual media coverage depends on factors entirely outside Medialyst's control, including journalist interest, editorial decisions, news cycles, and the quality and relevance of your pitches.

(b) Journalist Responses: Medialyst does not guarantee that any journalist will respond to your outreach, open your emails, or engage with your content. Response rates depend on numerous factors including pitch quality, timing, journalist workload, relevance, and individual journalist preferences.

(c) Pitch Success: Medialyst does not guarantee the success, effectiveness, or performance of any pitch, press release, or outreach communication created using the Service, whether generated with AI assistance or otherwise.

(d) Journalist Data Accuracy: While Medialyst endeavors to provide accurate journalist contact information through its third-party data providers, Medialyst does not warrant that journalist email addresses, beat assignments, publication affiliations, or other contact data will be accurate, current, or complete.

(e) AI Output Accuracy: Content generated by artificial intelligence features, including pitch suggestions, journalist recommendations, and writing assistance, may contain errors, inaccuracies, inappropriate content, or suggestions that are not suitable for your specific needs.

11.4 Carve-Outs from Limitation

NOTWITHSTANDING THE FOREGOING LIMITATIONS, NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR:

(a) Death or personal injury caused by gross negligence or willful misconduct;

(b) Fraud, fraudulent misrepresentation, or intentional deceit;

(d) Any liability that cannot be limited or excluded under applicable law; or

(e) Medialyst's confidentiality obligations with respect to your Confidential Information.

11.5 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT MEDIALYST MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF MEDIALYST'S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

11.6 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH IN THIS SECTION 11 AND SECTION 13 (WARRANTY DISCLAIMER) ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND MEDIALYST, REFLECT A REASONABLE ALLOCATION OF RISK, AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. MEDIALYST WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THESE LIMITATIONS.

SECTION 12: INDEMNIFICATION

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Medialyst and its affiliates, officers, directors, employees, agents, licensors, service providers, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and costs of litigation or arbitration) (collectively, "Claims") arising out of or relating to:

(a) Violation of Terms: Your breach or alleged breach of any provision of these Terms, including but not limited to the Acceptable Use Policy, payment obligations, and confidentiality provisions;

(b) User Content: Your User Content, including any claim that your User Content infringes, misappropriates, or violates any third party's intellectual property rights, privacy rights, publicity rights, or other proprietary rights, or contains defamatory, libelous, or unlawful material;

(c) Outreach Activities: Your media outreach activities conducted using the Service, including but not limited to spam complaints filed by journalists, harassment claims, or claims that your outreach communications were misleading, deceptive, or fraudulent;

(d) Anti-Spam and Privacy Law Violations: Your actual or alleged violations of applicable anti-spam, email marketing, and privacy laws and regulations, including but not limited to the CAN-SPAM Act, GDPR, CASL, and CCPA;

(e) Third-Party Claims: Any claims by third parties arising out of or relating to your use of the Service, including claims by journalists, publications, media organizations, competitors, or other third parties;

(f) Your Conduct: Your negligence, willful misconduct, fraud, or violation of applicable law in connection with your use of the Service; and

(g) Account Security: Any unauthorized access to or use of your account resulting from your failure to maintain the security of your login credentials.

12.2 Indemnification Procedure

The indemnification obligations set forth in Section 12.1 are subject to the following procedural requirements:

(a) Prompt Notice: The Indemnified Party shall provide you with prompt written notice of any Claim for which indemnification is sought; provided, however, that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure.

(b) Control of Defense: Upon your written acknowledgment of your indemnification obligation with respect to a Claim, you shall have the right to assume control of the defense of such Claim with counsel of your choosing, subject to the Indemnified Party's reasonable approval of such counsel.

(c) Cooperation: The Indemnified Party shall provide reasonable cooperation to you in the defense of any Claim at your expense.

(d) Settlement Authority: You shall not settle any Claim in a manner that imposes any obligation on any Indemnified Party, admits fault or liability on behalf of any Indemnified Party, or does not unconditionally release all Indemnified Parties from all liability, without the prior written consent of the affected Indemnified Party.

12.3 Medialyst's Right to Participate

Notwithstanding your assumption of the defense of a Claim:

(a) Medialyst reserves the right to participate in the defense of any Claim at its own expense with counsel of its own choosing;

(b) If Medialyst reasonably determines that there exists a conflict of interest between Medialyst and you with respect to a Claim, Medialyst may assume control of the defense of such Claim at your expense; and

(c) Medialyst may assume exclusive control of the defense and settlement of any Claim that seeks injunctive or other equitable relief against Medialyst.

12.4 Regulatory Investigation Indemnification

IN ADDITION TO THE GENERAL INDEMNIFICATION OBLIGATIONS ABOVE, YOU SPECIFICALLY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL COSTS, EXPENSES, DAMAGES, FINES, PENALTIES, AND LIABILITIES ARISING FROM OR RELATED TO:

(a) Anti-Spam Regulatory Actions: Any investigation, enforcement action, or proceeding initiated by the Canadian Radio-television and Telecommunications Commission (CRTC), Federal Trade Commission (FTC), Information Commissioner's Office (ICO), or any other regulatory authority regarding your alleged violations of CASL, CAN-SPAM, GDPR, or other anti-spam or privacy laws in connection with your use of the Services;

(b) Privacy Authority Investigations: Any investigation or enforcement action by data protection authorities regarding your collection, use, storage, or processing of personal data obtained through the Services;

(c) Administrative Monetary Penalties: Any administrative monetary penalties, civil penalties, or fines assessed against Medialyst as a result of your activities, regardless of whether Medialyst is named as a primary respondent or as a party providing tools or services to you;

(d) Compliance Costs: All costs incurred by Medialyst in responding to regulatory inquiries related to your activities, including legal fees, consultant fees, document production costs, and employee time;

(e) Consent Decrees and Settlements: Any consent decree, undertaking, settlement agreement, or similar arrangement that Medialyst enters into with regulatory authorities as a result of your activities;

(f) Vicarious Liability Claims: Any claim or theory under which Medialyst is held vicariously liable, jointly and severally liable, or responsible as an enabler, facilitator, or co-conspirator for your unlawful activities; and

(g) Reputational Damage: Any costs associated with reputational damage to Medialyst resulting from regulatory actions or public enforcement proceedings related to your activities.

12.5 Enhanced Indemnification for High-Volume Users

If you send more than one thousand (1,000) outreach emails per month using data obtained through the Services, or if you operate in a regulated industry, you acknowledge heightened indemnification obligations:

(a) Strict Liability Standard: Your indemnification obligations under this Section 12 shall apply on a strict liability basis, without regard to fault, negligence, or intent;

(b) Insurance Requirement: Medialyst may require you to maintain professional liability or errors and omissions insurance with coverage limits of at least $1,000,000 CAD, naming Medialyst as an additional insured;

(c) Compliance Bond: Medialyst may require you to post a compliance bond or security deposit as a condition of continued access to the Services; and

(d) Enhanced Audit Rights: You agree to enhanced audit rights, including unannounced audits and direct access to your email sending systems and consent records.

SECTION 13: WARRANTY DISCLAIMER

13.1 "As Is" and "As Available" Basis

THE SERVICE, INCLUDING ALL CONTENT, FEATURES, FUNCTIONALITY, DATA, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

13.2 Disclaimer of All Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDIALYST AND THE MEDIALYST PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) Any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

(b) Any warranty that the Service, content, data, or information provided through the Service will be accurate, complete, reliable, current, or error-free;

(c) Any warranty that the Service will be available, uninterrupted, timely, secure, or free from errors, viruses, or other harmful components;

(d) Any warranty that the Service will meet your requirements, achieve any intended results, or be compatible with any other software, applications, systems, or services;

(e) Any warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any content, data, or information obtained through the Service; and

(f) Any warranty regarding the products, services, content, or practices of any third party.

13.3 No Warranty of Media Coverage or Journalist Responses

MEDIALYST EXPRESSLY DISCLAIMS ANY WARRANTY OR GUARANTEE THAT:

(a) Your use of the Service will result in any media coverage, press mentions, articles, interviews, features, or publicity of any kind;

(b) Any journalist, editor, producer, blogger, influencer, or other media professional will respond to your outreach, pitches, or communications;

(d) The journalist recommendations, contact information, or discovery results provided by the Service will be relevant, appropriate, or suitable for your needs; or

(e) Journalists identified through the Service will be interested in your story, product, company, or content.

13.4 No Warranty on AI Outputs

MEDIALYST EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE ACCURACY, QUALITY, APPROPRIATENESS, OR RELIABILITY OF ARTIFICIAL INTELLIGENCE OUTPUTS, INCLUDING:

(a) AI-generated pitch suggestions, subject lines, email content, press release drafts, or other written content;

(b) AI-powered journalist discovery and recommendations;

(d) AI suggestions regarding optimal outreach timing, follow-up schedules, or engagement strategies.

SECTION 14: TERMINATION

14.1 Termination by User

You may terminate your account and these Terms at any time by:

(a) Following the account cancellation procedures available in your account settings within the Service;

(b) Contacting Medialyst at [email protected] with a written request to terminate your account; or

Upon your termination request, your account will be scheduled for termination effective as of the end of your current billing period, unless you request immediate termination. If you terminate mid-billing period, you will not receive a refund for the unused portion of that period unless otherwise required by applicable law.

14.2 Termination by Medialyst for Cause

Medialyst may terminate your account and these Terms for cause upon the occurrence of any of the following:

(a) Material Breach: If you materially breach any provision of these Terms, Medialyst shall provide you with written notice specifying the breach. You shall have thirty (30) days from receipt of such notice to cure the breach. If you fail to cure the breach within the cure period, Medialyst may terminate these Terms immediately upon written notice.

(b) Repeated Breaches: If you commit three (3) or more breaches of these Terms within any twelve (12) month period, regardless of whether such breaches were cured, Medialyst may terminate these Terms upon written notice without providing a cure period.

(c) Non-Payment: If you fail to pay any fees when due and such failure continues for fifteen (15) days after written notice of non-payment, Medialyst may terminate these Terms immediately.

14.3 Termination by Medialyst for Convenience

Medialyst may terminate your account and these Terms for convenience (without cause) by providing you with at least thirty (30) days' prior written notice. If Medialyst terminates for convenience, you will receive a prorated refund of any prepaid fees for the period following the effective date of termination.

14.4 Immediate Termination for Acceptable Use Violations

Notwithstanding Section 14.2, Medialyst may suspend or terminate your account immediately, without prior notice and without a cure period, if Medialyst reasonably determines that you have:

(a) Violated the Acceptable Use Policy set forth in Section 5;

(b) Used the Service for any illegal purpose or in violation of applicable law;

(d) Violated anti-spam laws including CAN-SPAM, GDPR, or CASL;

(e) Infringed upon the intellectual property rights of Medialyst or any third party;

(f) Attempted to gain unauthorized access to the Service or Medialyst systems; or

(g) Engaged in fraudulent, deceptive, or misleading conduct.

14.5 Effect of Termination

Upon the effective date of termination:

(a) Access Revocation: Your right to access and use the Service shall immediately terminate;

(b) License Termination: All licenses granted to you under these Terms shall immediately terminate;

(d) User Content: Your User Content will be scheduled for deletion in accordance with Section 14.6.

14.6 Data Retention and Deletion

Following termination of your account:

(a) Data Export Window: You shall have a period of thirty (30) days from the effective date of termination to export your User Content from the Service. The Export Window shall not apply in cases of immediate termination under Section 14.4.

(b) Data Deletion: Following the expiration of the Export Window, Medialyst shall delete or anonymize your User Content and personal data from its active systems within thirty (30) days, except to the extent required by law or necessary for legal compliance.

14.7 Survival of Provisions

The following provisions shall survive termination: Section 6 (User Content - license grants), Section 9 (Intellectual Property), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Warranty Disclaimer), Section 14.5-14.8 (Effect of Termination), Section 15 (Dispute Resolution), and Section 16 (General Provisions).

14.8 No Refunds Upon Termination

Except as expressly set forth in Section 14.3 or as required by applicable law, all fees are non-refundable upon termination.

SECTION 15: DISPUTE RESOLUTION AND GOVERNING LAW

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision.

15.2 Informal Dispute Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute through good-faith informal negotiation for a period of thirty (30) days from written notice.

15.3 Mandatory Binding Arbitration

IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATION, SUCH DISPUTE SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. BY AGREEING TO THESE TERMS, YOU AND MEDIALYST ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

(a) The arbitration shall be administered by the ADR Institute of Canada ("ADRIC") in accordance with its Arbitration Rules, or another mutually agreed-upon arbitration institution.

(b) The arbitration shall be conducted by a single arbitrator.

(c) The arbitration hearing shall be conducted in Kitchener, Ontario, Canada, or the jurisdiction in which you reside, at your election.

(d) The arbitrator's decision shall be final and binding.

15.4 Class Action Waiver

YOU AND MEDIALYST AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15.5 Arbitration Opt-Out

You have the right to opt out of the arbitration provisions by sending written notice to Medialyst within thirty (30) days of your first use of the Service to [email protected].

15.6 Small Claims Court Exception

Either party may bring an individual action in small claims court for disputes within the jurisdiction of such court.

15.7 Time Limitation on Claims

Any dispute must be brought within one (1) year after the date the cause of action accrues, or such claim shall be permanently barred.

SECTION 16: GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between you and Medialyst regarding the Services.

16.2 Severability

If any provision of these Terms is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

16.3 No Waiver

No failure or delay by Medialyst in exercising any right shall operate as a waiver thereof.

16.4 Assignment

You may not assign these Terms without Medialyst's prior written consent. Medialyst may assign these Terms without restriction.

16.5 Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control.

16.6 Relationship of the Parties

The relationship between you and Medialyst is that of independent contractors.

16.7 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted assigns.

16.8 Notices

Notices to you may be provided by email to the address associated with your account. Notices to Medialyst must be sent to [email protected].

16.9 Contact Information

Solar Flare Ventures Inc. Attn: Legal Department Kitchener, ON N2G 2L2, Canada Email: [email protected]

BY USING THE MEDIALYST.AI SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.