Terms and Conditions

TERMS AND CONDITIONS Last Updated: August 22, 2026

1. Introduction

Welcome to BOOST HAVEN IO, LLC ("BHIO," "we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website, services, solutions, and related offerings (collectively, the "Services").

By accessing or using the Services, or by entering into an applicable proposal, Scope of Work ("SOW"), service order, or other agreement incorporating these Terms, you agree to be bound by these Terms and the applicable SOW and Privacy Policy.

Where the applicable SOW references the BHIO OI Delivery & Performance Framework ("Delivery Framework"), that Framework is incorporated into and describes BHIO's methodology for delivering, operating, and optimizing the Services. Where these Terms and the Delivery Framework both address a defined term or performance concept, these Terms control as to its governing meaning and legal effect, and the Delivery Framework describes how BHIO operationally applies that meaning.

If there is a conflict between these Terms and an applicable SOW, the SOW will control with respect to the specific Services, deliverables, fees, performance objectives, timelines, and other engagement-specific matters expressly addressed in the SOW.

2. Scope of Services

BHIO provides B2B outbound infrastructure, data and targeting services, outbound execution, lead qualification, and performance optimization through its Outbound Intelligence ("OI") Delivery System.

The OI Delivery System is a modular methodology through which BHIO may design, build, operate, monitor, and improve outbound capabilities across four interconnected layers:

Infrastructure Data & Targeting Execution Optimization

Depending on the applicable SOW, Services may include the following.

(a) Diagnosis and Architecture Assessment of the client's existing outbound environment, requirements, assets, constraints, objectives, and operating conditions, together with system design, architecture, implementation planning, and related technical or operational activities.

(b) Technical Infrastructure Establishing, configuring, and managing outbound infrastructure, including, as applicable, separate domains, email accounts, mailbox configuration, SPF, DKIM, DMARC and related authentication, routing, sending controls, warm-up procedures, deliverability monitoring, and related technical systems.

(c) ICP, Prospect Research and Data Preparation Defining or implementing targeting criteria and researching, identifying, organizing, qualifying, enriching, verifying, segmenting, and prioritizing business contacts according to the applicable SOW and BHIO's service methodology.

Business contact information may be obtained from public sources, professional sources, third-party providers, client-provided information, or other sources permitted by applicable law.

(d) Messaging and Campaign Execution Developing, configuring, and executing personalized outbound communications, primarily through email, based on the applicable targeting criteria, messaging strategy, campaign requirements, execution logic, and approved materials.

(e) Lead Qualification and Handoff Where included in the applicable SOW, BHIO may identify, qualify, route, or schedule business opportunities according to agreed qualification criteria.

Where a prospect books, requests, or otherwise qualifies for a discovery conversation or other agreed sales event, BHIO may provide the applicable prospect and opportunity information to the client as part of the contracted Services.

(f) Monitoring and Optimization Monitoring system and campaign performance, analyzing operational signals, conducting testing, diagnosing material constraints, implementing reasonable corrective actions within scope, and validating resulting performance.

Optimization may involve infrastructure, data, targeting, messaging, execution, qualification, response handling, booking workflows, or other applicable components of the OI Delivery System.

(g) Data Export and Service Outputs Where specified in the applicable SOW, BHIO may provide applicable service outputs, client-related records, or agreed handoff data in CSV, CRM, API, or another mutually agreed format.

(h) Other Services Additional services, including AI automation, customer-support automation, financial operations automation, consulting, or other services, will be provided only where expressly described in the applicable SOW or other service agreement.

3. OI Delivery Methodology

BHIO may deliver Services through a sequence of system-development and operating stages that may include:

Diagnosis → Architecture → Infrastructure → ICP & Targeting → Lead Acquisition → Data Qualification → Execution & Delivery → Optimization.

These stages are modular. Not every engagement will require every stage, and BHIO may combine, omit, reorder, or adapt stages where reasonably necessary to achieve the objectives of the applicable engagement.

The applicable SOW will determine which stages apply to the particular engagement and may specify: deliverables; responsibilities; dependencies; implementation requirements; performance objectives; acceptance criteria; timelines; fees; operating periods; and completion criteria.

This stage sequence is further described in the Delivery Framework as the OI Delivery Model.

BHIO's methodology, processes, technical implementation details, and internal operating procedures may evolve over time provided that such changes do not materially reduce the Services expressly committed to in an applicable SOW.

4. Deliverables and Performance Objectives

BHIO distinguishes between Service Deliverables, Performance Outputs, and Downstream Business Outcomes.

4.1 Service Deliverables — Service Deliverables are the systems, configurations, processes, documentation, data outputs, workflows, or other work product expressly identified in the applicable SOW. Depending on the engagement, these may include: outbound infrastructure; targeting and ICP frameworks; qualified prospect datasets; messaging systems; campaign configurations; execution workflows; monitoring and reporting systems; operating procedures; system documentation; agreed handoff materials; and other expressly agreed deliverables.

4.2 Performance Outputs — Performance Outputs are measurable results generated through operation of the Services. These may include: qualified replies; qualified conversations; discovery opportunities; Qualified Bookings; or other agreed commercial activity. Where applicable, the SOW will define the relevant measurement and qualification criteria.

4.3 Downstream Business Outcomes — Downstream Business Outcomes include: sales opportunities; proposals; closed transactions; revenue; customer retention; customer lifetime value; and profitability. Unless expressly stated otherwise in the applicable SOW, BHIO does not guarantee Downstream Business Outcomes.

5. Qualified Bookings

Where included in an applicable SOW, a "Qualified Booking" means a prospect that satisfies the qualification and booking criteria agreed for that engagement and has scheduled or otherwise committed to an agreed discovery conversation or other defined sales event. Where the applicable SOW does not specify additional or different qualification or measurement requirements, a Qualified Booking means a prospect who has reached the agreed threshold for a discovery conversation or other defined sales event, consistent with BHIO's standard operational criteria.

The applicable SOW may specify: target company characteristics; target persona; qualification requirements; disqualifying conditions; required information; scheduling requirements; treatment of cancellations; treatment of no-shows; treatment of rescheduled meetings; duplicate booking rules; and attribution or exclusion rules.

A Qualified Booking is a service output and/or performance metric, as specified in the applicable SOW. Where applicable, Qualified Booking may serve as a commercial performance metric for an engagement; it does not by itself define whether BHIO has delivered the contracted Services, which is determined by reference to the applicable Service Deliverables and acceptance criteria.

A Qualified Booking is not a guarantee that the prospect will: attend the meeting; purchase the client's products or services; enter into a contract; generate revenue; or become a long-term customer.

BHIO's Services are structured around building and, where applicable, operating an outbound system. Fees are charged for the applicable Service Deliverables, execution, and optimization work described in the SOW — not as a fee for procuring meetings. Where an applicable SOW includes a performance-based or outcome-linked fee component tied to Qualified Bookings or other Performance Outputs, that component will be expressly and separately stated in the SOW.

This Section 5 establishes the governing definition of "Qualified Booking" for purposes of these Terms and any applicable SOW. The Delivery Framework describes how BHIO operationally applies and manages this definition across the engagement lifecycle. An SOW may add engagement-specific measurement requirements (for example, treatment of cancellations, no-shows, reschedules, or duplicate bookings) consistent with this governing definition.

6. Performance Management and Optimization

Where monitoring and optimization are included in the applicable Services, BHIO will use reasonable operational efforts to: monitor relevant system and campaign signals; identify material constraints reasonably observable within BHIO's scope; diagnose likely causes; implement reasonable corrective actions within the agreed scope; validate the resulting performance; and continue, modify, or discontinue an approach based on available evidence.

BHIO evaluates performance across the Performance Funnel described in the applicable Delivery Framework. The Performance Funnel is an analytical framework and does not mean that BHIO is responsible for, or guarantees, each downstream stage of that funnel; downstream stages such as sales opportunities and revenue are primarily dependent on client-side and market factors outside BHIO's control.

A decline in a downstream metric does not necessarily establish a failure of an upstream component. BHIO may investigate the relevant system layer before determining an appropriate corrective action.

7. Performance Objectives Are Not Automatically Service Guarantees

Where an SOW establishes a target number or range of Qualified Bookings, replies, opportunities, or other performance metrics, that target will be treated according to the express terms of the SOW.

Unless the SOW expressly provides otherwise, a performance objective does not by itself constitute: a guarantee of revenue; a guarantee of closed business; a guarantee of conversion; a guarantee of customer acquisition; a guarantee of profitability; or a representation that a particular commercial result will necessarily occur.

Where an agreed performance objective is not achieved, BHIO's response, where optimization is within scope, is to review available evidence, diagnose material constraints, and implement reasonable corrective actions within the agreed scope.

BHIO is not required to provide unlimited additional Services solely because a performance objective has not been achieved.

8. Client Responsibilities and Dependencies

The effectiveness and performance of the Services depend in part on information, decisions, resources, and actions controlled by the client.

The client is responsible for providing, as applicable: accurate business and product information; accurate ICP and targeting requirements; exclusions and suppression requirements; timely approvals; required technical access; domain and infrastructure authorization; calendar availability; appropriate sales-team availability; timely response to qualified prospects; accurate qualification requirements; relevant feedback; access to client-controlled systems; and other dependencies identified in the applicable SOW.

The client acknowledges that delays, inaccurate information, unavailable resources, changes in business strategy, changes in market conditions, or failures in client-controlled processes may affect delivery timelines and performance.

9. Project Completion and Handover

Where the applicable Services constitute an OI Build, Setup, or implementation project, the project will generally progress through:

Build → Calibration → Stabilization → Acceptance → Operational readiness.

Unless otherwise stated in the applicable SOW, an OI Build project is considered complete when the agreed Service Deliverables have been delivered and the applicable operational-readiness or acceptance criteria have been satisfied. Where the applicable SOW includes a client handoff, the agreed handoff is completed as part of project completion; where the SOW does not include a handoff (for example, where BHIO continues to provide managed OI Operation), project completion does not require a handoff.

Project completion does not require achievement of a particular downstream revenue result unless the applicable SOW expressly provides otherwise.

Where handover is included, BHIO may provide the documentation, access, configurations, procedures, and other materials expressly identified in the SOW.

10. Ongoing OI Operation

Following completion of an OI Build, BHIO may provide ongoing OI Operation Services where separately agreed.

OI Operation may include: infrastructure monitoring; campaign management; data refresh; qualification; response handling; performance monitoring; testing; optimization; reporting; maintenance; recovery; and continued generation of qualified business opportunities.

OI Operation is an ongoing service and is subject to the applicable SOW, subscription, or service agreement.

11. Scope Changes

All Services will be performed according to the applicable SOW.

Requests that materially expand or change the agreed scope may require: additional fees; additional time; revised dependencies; a change order; a new SOW; or another written agreement.

BHIO is not obligated to provide materially expanded Services without corresponding authorization.

12. Account Registration

If you create an account with BHIO, you agree to provide accurate and current information and are responsible for activities conducted through your account.

You are responsible for maintaining the confidentiality of your account credentials and for promptly notifying BHIO of any unauthorized access.

13. Fees and Payment

Fees for Services will be established in the applicable proposal, SOW, order form, or other service agreement.

Unless the applicable SOW expressly provides for a performance-based or outcome-linked fee structure tied to Qualified Bookings or other Performance Outputs, fees are charged for the Services described in the applicable SOW — including infrastructure, data and targeting, execution, and optimization work — rather than as a fee contingent solely upon procuring a particular number of meetings or bookings.

Unless otherwise specified:

• fees are payable in U.S. dollars;

• payment terms are those stated in the applicable agreement;

• recurring fees may be charged automatically where authorized;

• payment-method or payment-gateway fees may be charged to the client;

• international transaction fees are the client's responsibility; and

• failure to make timely payment may result in suspension or termination of Services.

Retainers, prepaid Services, or time-limited service credits are subject to the expiration or use requirements stated in the applicable agreement.

14. Cancellation and Refunds

For subscription or recurring Services, the cancellation requirements stated in the applicable SOW or service agreement will apply.

Unless expressly stated otherwise: fees for Services already rendered are non-refundable; work already commenced is not automatically refundable; prepaid or retainer fees may be subject to applicable expiration or use requirements; and BHIO does not provide a general money-back guarantee.

Any specific refund, credit, replacement, or service-level remedy must be expressly stated in the applicable agreement.

Additional information may be provided in BHIO's Refund Policy.

15. Confidentiality

Each party agrees to protect the other party's non-public confidential information and to use such information only as reasonably necessary to perform or receive the Services or otherwise fulfill the applicable agreement.

Confidential information does not include information that: is or becomes publicly available without breach; was lawfully known before disclosure; is independently developed without use of confidential information; or is lawfully received from a third party without confidentiality restrictions.

A party may disclose confidential information where required by law, regulation, court order, or governmental authority, subject where legally permitted to reasonable notice to the other party.

16. Client Data and Cross-Client Data Boundaries

Client-originated information remains subject to the applicable agreement and confidentiality obligations.

BHIO does not disclose or use one client's confidential or client-originated information for another client's engagement, including to enrich, score, target, or optimize another client's prospects or campaigns.

BHIO may process client data as reasonably necessary to provide, secure, maintain, troubleshoot, monitor, and improve the contracted Services, including internal quality assurance, operational analysis, security, compliance, and system-performance analysis, provided that such processing does not disclose or repurpose one client's confidential information for another client.

BHIO does not use identifiable client-originated campaign data or client-confidential information as a general model-training or commercial data asset unless expressly authorized under the applicable agreement and permitted by applicable law.

BHIO may use aggregated, statistical, or appropriately de-identified information for operational and service-improvement purposes where such information does not identify a client or individual and does not reveal another client's confidential information.

17. Intellectual Property

BHIO retains ownership of its pre-existing intellectual property, methodologies, systems, frameworks, software, templates, processes, know-how, technical architecture, internal tools, and generalized improvements thereto ("BHIO IP").

The client retains ownership of: client-provided data; client confidential information; client trademarks and branding; and original materials supplied by the client.

Unless otherwise provided in the applicable SOW, upon full payment of all applicable fees, the client receives a perpetual, worldwide, non-exclusive license to use the specific client-facing deliverables expressly created for the client for its internal business purposes.

The client may not resell, sublicense, distribute, or commercially exploit BHIO IP or Client Deliverables as a standalone product unless expressly authorized in writing.

Nothing in these Terms prevents BHIO from using its general skills, knowledge, experience, methodologies, concepts, or generalized know-how, provided that BHIO does not disclose the client's confidential information or improperly reuse client-originated confidential information.

18. Third-Party Services

BHIO may use or recommend third-party platforms, software, data providers, infrastructure providers, communication services, scheduling tools, CRM systems, or other third-party services.

Third-party services are subject to their own terms and policies.

BHIO is not responsible for failures, outages, pricing changes, API changes, data inaccuracies, policy changes, suspensions, or other actions of third-party providers outside BHIO's reasonable control.

Where a third-party service is required for an engagement, the client may be responsible for maintaining the applicable subscription or account unless otherwise stated in the SOW.

19. Data Usage and Privacy

BHIO may collect and process information necessary to provide, maintain, secure, improve, and administer the Services.

Information may be collected through: website interactions; forms; service systems; client communications; support interactions; client-provided information; and other lawful sources.

BHIO does not sell, rent, or lease client personal information to third parties for their independent marketing purposes.

The processing of personal information submitted through BHIO's website is also governed by BHIO's Privacy Policy.

20. Data Security

BHIO maintains reasonable administrative, technical, and organizational safeguards designed to protect information within its control.

However, no system or transmission method can be guaranteed to be completely secure.

The client is responsible for maintaining appropriate security over its own accounts, credentials, systems, devices, and access permissions.

BHIO will not be responsible for losses caused by the client's unauthorized disclosure of credentials, security negligence, or misuse of client-controlled systems.

21. User Submissions and Feedback

If the client voluntarily provides feedback, suggestions, testimonials, reviews, comments, or other non-confidential materials regarding BHIO's Services, BHIO may use such feedback for operational, analytical, or service-improvement purposes.

BHIO will not publicly identify a client or use its confidential information for promotional purposes in a manner inconsistent with the applicable agreement.

Any specific permission regarding testimonials, logos, case studies, or public promotional use will be governed by the applicable agreement.

22. Disclaimer of Warranties

The Services are provided on an "AS IS" and "AS AVAILABLE" basis to the maximum extent permitted by applicable law.

BHIO does not warrant that: the Services will be uninterrupted or error-free; every third-party service will remain available; every prospect or data record will remain accurate or current; all errors will be corrected; the Services will produce a particular commercial result; or the Services will generate a particular amount of revenue, sales, or profit.

BHIO's methodology is designed to improve the observability, control, and performance of outbound operations, but business outcomes depend on numerous factors outside BHIO's reasonable control.

23. Limitation of Liability

To the maximum extent permitted by applicable law, BHIO and its directors, officers, employees, contractors, agents, suppliers, and affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, business opportunities, anticipated savings, or data, arising from or relating to the Services or these Terms.

BHIO's aggregate liability arising out of or relating to these Terms or the Services will not exceed the amount of fees actually paid by the client to BHIO for the Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim, unless otherwise expressly provided in the applicable SOW.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.

24. Indemnification

The client agrees to defend, indemnify, and hold harmless BHIO and its officers, directors, employees, contractors, agents, affiliates, and suppliers from claims, liabilities, damages, losses, and expenses arising from: the client's breach of these Terms; the client's violation of applicable law; the client's misuse of the Services; materials or information supplied by the client; the client's products, services, claims, representations, or sales practices; or the client's violation of third-party rights.

This obligation does not apply to the extent a claim results from BHIO's own willful misconduct or other liability that cannot lawfully be excluded.

25. Client Authority and Lawful Use

The client represents that it has the necessary authority and rights to provide BHIO with information, instructions, materials, domains, accounts, data, and other resources supplied for the Services.

The client is responsible for ensuring that its products, services, claims, offers, targeting requirements, and instructions are lawful and do not knowingly infringe third-party rights.

The client must not instruct BHIO to conduct activity that violates applicable law, third-party platform rules, or the rights of individuals or organizations.

BHIO may refuse or suspend activity that it reasonably believes creates material legal, security, reputational, or platform-compliance risk.

26. Governing Law

These Terms and any applicable SOW or service agreement will be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict-of-law principles, except to the extent otherwise required by applicable law.

27. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services will first be submitted to the parties for good-faith discussion.

If the dispute cannot be resolved informally, the parties agree to resolve the dispute through binding arbitration to the extent permitted by applicable law.

The arbitration will be conducted by a mutually selected arbitrator. Unless otherwise agreed, the arbitration may be conducted remotely by video conference or other appropriate electronic means.

The arbitrator's decision will be final and binding, subject to any rights that cannot lawfully be waived.

Nothing in this section prevents either party from seeking temporary or equitable relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property, security, or other rights pending resolution of the dispute.

To the extent court proceedings are permitted under these Terms, the parties consent to the applicable jurisdiction and venue of state or federal courts located in Wyoming, subject to applicable law.

28. Changes to These Terms

BHIO may modify these Terms from time to time.

For material changes, BHIO will provide reasonable notice through the website, email, account notification, or other appropriate means where reasonably practicable.

Unless otherwise stated, updated Terms will apply prospectively to future use of the Services and future engagements.

Changes will not retroactively modify material commercial obligations expressly agreed in an existing SOW unless the parties otherwise agree in writing.

29. Electronic Communications

The client agrees that communications relating to the Services may be provided electronically, including by email, electronic documents, client portals, or other digital communication methods.

Electronic acceptance, signatures, approvals, and records may be used to establish the parties' agreement to applicable proposals, SOWs, and service arrangements to the extent permitted by law.

30. Miscellaneous

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in effect.

The failure of either party to enforce a provision of these Terms will not constitute a waiver of that provision.

The client may not assign its rights or obligations under these Terms without BHIO's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets where permitted.

BHIO may assign these Terms to an affiliate or successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

These Terms, together with the applicable SOW and other expressly incorporated agreements, constitute the agreement between the parties concerning the Services and supersede prior discussions concerning the same subject matter, except where expressly preserved in writing.

31. Order of Contractual Documents

Unless otherwise specified in an applicable agreement, the following order of precedence will apply in the event of a conflict:

1. Signed amendment or change order

2. Applicable SOW / Order Form

3. Data Processing Agreement (where applicable, solely as to data processing terms within its scope)

4. These Terms and Conditions

5. BHIO OI Delivery & Performance Framework (where incorporated by reference in the SOW, solely as to delivery methodology and operational description not otherwise governed by these Terms)

6. Other incorporated policies or documentation, including the Privacy Policy

The applicable SOW controls over these Terms with respect to engagement-specific deliverables, fees, timelines, performance objectives, acceptance criteria, and completion criteria.