Terms of Service

These Terms govern your use of SharePulse, an investor relations intelligence platform operated by Onfolio Holdings, Inc. ("SharePulse", "we", "us"). By creating an account, subscribing, or otherwise using the service, you agree to these Terms on behalf of yourself and the entity you represent ("Customer", "you").

1. The service

SharePulse provides software that ingests public market data, peer activity, and Customer-supplied IR data to surface insights, draft communications, and produce reports. The service includes the marketing site at sharepulse.ai, the dashboard at dashboard.sharepulse.ai, and related APIs.

Not investment advice. SharePulse is a software tool. It is not a broker-dealer, investment adviser, transfer agent, or research analyst. Nothing in the platform constitutes investment, legal, accounting, or tax advice. Customers are responsible for their own securities-law compliance, including Reg FD, anti-fraud, and disclosure obligations.

2. Accounts and eligibility

• You must be 18 or older and authorized to bind the entity you represent.
• You're responsible for the security of your credentials and for activity under your account.
• Provide accurate account information and keep it up to date.

3. Subscriptions and billing

• Plans, prices, and trial terms are listed on our pricing page. The plan you select governs.
• Subscriptions renew automatically until canceled. Cancel any time from your account or by emailing support — your access continues until the end of the current paid period.
• Fees are non-refundable except where required by law. Annual plans are discounted in exchange for a 12-month commitment.
• We may change pricing on renewal with at least 30 days' notice.
• Late or failed payments may result in suspension. You're responsible for applicable taxes.

4. Customer Data

You own your data. Customer Data — including shareholder lists, CRM contacts, uploaded documents, and AI prompts you submit — is yours. You grant SharePulse a limited license to process Customer Data solely to provide and improve the service for you, and to comply with law.

You represent that you have the right to upload the Customer Data you submit and that doing so does not violate any law or third-party right.

5. AI features and human review

SharePulse uses AI to draft emails, summarize peer activity, score investors, and generate reports. These outputs are drafts. They may contain errors, omissions, or material that is not appropriate for your specific situation. You are responsible for reviewing AI output before it is acted on, sent, published, or filed.

SharePulse does not autonomously send investor communications, file disclosures, or take other external actions on your behalf. Every outbound action is gated on a human approving it inside your account.

6. Acceptable use

You agree not to:

• Use SharePulse to violate securities laws, including stock promotion, market manipulation, or selective disclosure of material non-public information.
• Send unsolicited bulk email or content prohibited by anti-spam laws (CAN-SPAM, CASL, GDPR, etc.).
• Upload data you do not have rights to, or that is unlawful, defamatory, or infringes IP.
• Reverse-engineer, decompile, or scrape the platform, except as expressly permitted.
• Resell, sublicense, or expose the platform to third parties outside your account, except as the plan allows (e.g., IR Firm accounts serving multiple Issuers).
• Probe, attack, or interfere with the platform's security or availability.

We may suspend or terminate accounts that violate these rules.

7. Our intellectual property

The SharePulse software, brand, models, analytics, scoring methodologies, and aggregate (de-identified) analytics derived across the customer base are our property. These Terms do not grant you any rights to that IP beyond the right to use the service per your subscription.

8. Confidentiality

Each party will protect the other's non-public information using at least the care it uses for its own confidential information. Customer Data is treated as your confidential information.

9. Third-party services

The platform integrates with third-party services (e.g., Google, ActiveCampaign, Polygon, Stripe). Your use of those services is governed by their own terms. We are not responsible for third-party service outages, data handling, or changes to their APIs.

10. Warranty disclaimer

The service is provided "as is" and "as available". To the maximum extent permitted by law, SharePulse disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy of data, and uninterrupted availability.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Each party's total liability under these Terms is capped at the fees paid by Customer to SharePulse in the 12 months before the event giving rise to the claim.

These limits do not apply to a party's indemnity obligations, breach of confidentiality, or amounts owed for fees.

12. Indemnification

You will defend and indemnify SharePulse against third-party claims arising from your Customer Data, your use of AI output, your violation of these Terms, or your violation of law. We will defend and indemnify Customer against third-party claims that the SharePulse software itself infringes a US intellectual property right.

13. Term and termination

These Terms apply for as long as your account is active. Either party may terminate for material breach not cured within 30 days of notice. We may suspend the service immediately for security risks, non-payment, or violations of Section 6 (Acceptable Use).

On termination: your access ends, you can export Customer Data for 30 days, and we delete production copies within 30 days (backups within 90).

14. Changes

We may update these Terms as the product evolves. Material changes will be posted here, and where appropriate, communicated by email. Continuing to use the service after the effective date means you accept the updated Terms.

15. Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles. The exclusive venue for disputes is the state and federal courts located in Delaware, and both parties consent to that jurisdiction.

16. Miscellaneous

• These Terms, along with the Privacy Policy and any order form, are the complete agreement between us on this subject.
• If a provision is unenforceable, the rest stays in effect.
• Failure to enforce a right is not a waiver.
• You may not assign these Terms without our consent. We may assign in connection with a merger, acquisition, or sale of substantially all assets.
• Notices to SharePulse should go to contact [at] onfolio [dot] com.

Contact

Questions about these Terms: contact [at] onfolio [dot] com
Onfolio Holdings, Inc., a Delaware corporation.