SIGNALFLARE, INC.

TERMS OF SERVICE

Effective Date: March 9, 2026

Please read these Terms of Service ("Terms") carefully before accessing or using the services provided by SignalFlare, Inc. ("SignalFlare," "we," "us," or "our"). By accessing or using our website, platform, or any related services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.

1. Definitions

"Services" means the SignalFlare platform and all related products, features, tools, APIs, data feeds, dashboards, reports, and applications made available by SignalFlare, including but not limited to the Navigator decision intelligence platform, the Demand Dynamics analytical framework, and any associated workflows, agents, and outputs.

"Navigator" means SignalFlare’s AI-powered decision intelligence platform, which provides access to multi-LLM environments, knowledge management, workflow automation, conversational agents, and analytical outputs designed for enterprise use.

"Demand Dynamics" means SignalFlare’s analytical framework for evaluating market conditions, including but not limited to guest-to-restaurant ratios, purchasing power scoring, competitive saturation analysis, and related market intelligence outputs.

"Customer" or "you" means the individual or entity that accesses or uses the Services, including any authorized users within your organization.

"Customer Data" means any data, files, content, or information uploaded, submitted, or transmitted to the Services by you or on your behalf, including but not limited to point-of-sale data, operational data, financial records, and marketing materials.

"Outputs" means any reports, analyses, recommendations, visualizations, documents, or other deliverables generated through the Services.

2. Acceptance and Modifications

By accessing or using the Services, you represent that you have the authority to bind yourself and your organization to these Terms. We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or notifying you through the Services. Your continued use of the Services following any modifications constitutes your acceptance of the revised Terms.

3. Account Registration and Access

To access certain features of the Services, you may be required to create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

You may designate authorized users within your organization to access the Services. You are responsible for ensuring that all authorized users comply with these Terms. Access permissions, team structures, and project-level controls are managed through the platform’s organizational hierarchy.

4. Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for your internal business purposes. You agree not to:

  1. Use the Services for any unlawful purpose or in violation of any applicable law or regulation.

  2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, or methodologies underlying the Services.

  3. Sublicense, resell, distribute, or make the Services available to any third party without our prior written consent.

  4. Interfere with or disrupt the integrity or performance of the Services or related systems.

  5. Use the Services to build a competitive product or service, or to benchmark the Services against a competing product or service.

  6. Remove, alter, or obscure any proprietary notices, labels, or marks on the Services.

  7. Transmit any viruses, malware, or other harmful code through the Services.

  8. Attempt to gain unauthorized access to the Services, other accounts, or any related systems or networks.

5. Data Ownership and Privacy
5.1 Customer Data

You retain all right, title, and interest in and to your Customer Data. By submitting Customer Data to the Services, you grant us a limited, non-exclusive license to use, process, store, and transmit your Customer Data solely as necessary to provide the Services to you and as described in our Privacy Policy.

5.2 Data Security

We employ commercially reasonable technical and organizational measures to protect Customer Data, including private container processing, data isolation between customers, and access controls. Customer Data is not shared across clients and is not used to train public AI models.

5.3 Data Processing

The Services may process your Customer Data through third-party AI models and data providers. All such processing is conducted within secure environments subject to our data protection policies. You acknowledge that the Services utilize AI-generated outputs which may incorporate probabilistic analysis, and that such outputs are provided as informational guidance rather than guaranteed predictions.

5.4 Aggregated and Anonymized Data

We may create aggregated and anonymized datasets derived from Customer Data that do not identify you or any individual. We may use such aggregated data for purposes including improving the Services, generating industry benchmarks, and conducting research. Such aggregated data is not considered Customer Data under these Terms.

6. Intellectual Property
6.1 SignalFlare IP

The Services, including all software, algorithms, machine learning models, data infrastructure, analytical frameworks (including Demand Dynamics), workflow designs, agent architectures, user interface designs, documentation, and all related intellectual property, are and remain the exclusive property of SignalFlare and its licensors. These Terms do not grant you any ownership interest in the Services.

6.2 Outputs

Subject to our intellectual property rights in the underlying methodology and platform, you may use Outputs generated through the Services for your internal business purposes. You acknowledge that Outputs are generated using proprietary models and data, and you agree not to represent Outputs as independently developed or to use them to reverse-engineer our methodologies.

6.3 Feedback

If you provide us with suggestions, ideas, feedback, or recommendations regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation to you.

7. Third-Party Services and Data

The Services may integrate with or utilize third-party data sources, AI models, APIs, and services. Your use of any third-party services through the platform may be subject to additional terms and conditions. We are not responsible for the accuracy, availability, or performance of third-party services. The inclusion of third-party data within the Services does not constitute an endorsement of any third-party provider.

8. Fees and Payment

Fees for the Services are as set forth in the applicable order form, subscription agreement, or statement of work executed between you and SignalFlare. Unless otherwise specified, fees are non-refundable. We reserve the right to modify our pricing upon reasonable notice. Failure to pay fees when due may result in suspension or termination of your access to the Services.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIGNALFLARE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

Without limiting the foregoing, SignalFlare does not warrant that:

  1. The Services will be uninterrupted, error-free, or free from harmful components.

  2. Any Outputs, recommendations, forecasts, elasticity estimates, demand analyses, or other analytical results will be accurate, complete, or reliable.

  3. The Services will meet your specific requirements or expectations.

  4. Any data sourced from third parties, including mobile location data, credit card data, or economic indicators, will be accurate or current.

You acknowledge that the Services provide probabilistic guidance and analytical insights based on available data and models. All business decisions remain your sole responsibility. SignalFlare is not a financial advisor, and no Output or recommendation should be construed as financial, legal, or investment advice.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIGNALFLARE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIGNALFLARE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SIGNALFLARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless SignalFlare, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any Customer Data you submit to the Services; or (e) any business decisions made based on Outputs or information provided through the Services.

12. Term and Termination
12.1 Term

These Terms are effective as of the date you first access or use the Services and continue until terminated. Either party may terminate these Terms upon thirty (30) days’ written notice to the other party.

12.2 Suspension and Termination for Cause

SignalFlare reserves the right, in its sole discretion, to immediately suspend, restrict, or terminate your access to the Services, in whole or in part, without prior notice or liability, if we reasonably determine that:

  1. You have violated or are in breach of any provision of these Terms, including the Permitted Use restrictions in Section 4.

  2. Your use of the Services poses a security risk to the platform, other customers, or any third party.

  3. You are using the Services in a manner that is fraudulent, deceptive, harmful, or otherwise inconsistent with their intended purpose.

  4. Your use of the Services is abusive, excessive, or places an unreasonable burden on our infrastructure or systems.

  5. You are using the Services to engage in competitive intelligence gathering, unauthorized data extraction, or systematic scraping of proprietary data or methodologies.

  6. Your account has been inactive for an extended period and you have failed to respond to our reasonable attempts to contact you.

  7. We are required to do so by law, regulation, court order, or governmental authority.

  8. We have reasonable grounds to believe that continued access to the Services could result in harm to SignalFlare, its customers, or the integrity of the platform.

Where practicable and not prohibited by law, we will make reasonable efforts to notify you of the basis for any suspension or termination and provide an opportunity to cure the issue. However, SignalFlare is under no obligation to provide advance notice where immediate action is necessary to protect the Services, our customers, or third parties.

12.3 Effect of Termination

Upon termination or suspension: (a) your right to access the Services will cease immediately; (b) you must discontinue all use of the Services; and (c) we will, upon your written request made within thirty (30) days of termination, make your Customer Data available for export in a commercially reasonable format. After such thirty-day period, we may delete your Customer Data from our systems in accordance with our data retention policies. In the event of termination for cause by SignalFlare, no refund of prepaid fees shall be owed.

13. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Services ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is disclosed with the prior written consent of the disclosing party.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any dispute arising out of or relating to these Terms or the Services shall first be submitted to good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, either party may pursue resolution through binding arbitration administered in accordance with the rules of the American Arbitration Association, with the arbitration conducted in the State of Delaware.

15. General Provisions

Entire Agreement. These Terms, together with any applicable order forms, subscription agreements, and the Privacy Policy, constitute the entire agreement between you and SignalFlare with respect to the Services and supersede all prior or contemporaneous communications.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

Force Majeure. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or failures of third-party services or infrastructure.

Notices. All notices under these Terms must be in writing and delivered to the address specified in the applicable order form or, for SignalFlare, to legal@signalflare.ai.

16. Contact Information

If you have any questions about these Terms, please contact us at:

SignalFlare, Inc.

Email: legal@signalflare.ai

Website: www.signalflare.ai