Terms of Service

Effective August 6, 2026

These Within Terms of Service (these “Terms”) are entered into between Ballyhoo Group LLC d/b/a Within (“Within,” “we,” “us,” or “our”), and the entity or person that accesses or uses the Services or websites or enters into an Order Form for the Services (“Customer” or “you”).

If you access or use the Services for a company or other organization, you represent that you have authority to bind that organization, and “Customer” and “you” refer to that organization. These Terms govern Customer’s access to and use of the Services and are incorporated into each Order Form.

The “Effective Date” is the earlier of (a) the date Customer first accepts an Order Form or other ordering process that references these Terms, or (b) the date Customer first accesses or uses the Services. If Customer does not agree to these Terms, Customer must not access or use the Services.

1. Definitions

“Aggregated Data” means data derived from Customer Data or use of the Services that has been aggregated or deidentified so that it does not reasonably identify Customer or any individual.

“Authorized User” means an employee, contractor, or other individual whom Customer authorizes to access the Services on Customer’s behalf.

“Customer Data” means data, content, telemetry, records, and other information submitted to, transmitted through, or made available to the Services by or for Customer, including data from Customer’s MCP server and authorized integrations.

“Documentation” means Within’s then-current technical documentation for the Services, including documentation available at apidocs.getwith.in or another URL designated by Within.

“Order Form” means an ordering document, statement of work, online order, or other written or electronic ordering process that references these Terms and identifies the Services, Subscription Term, fees, usage limits, or other commercial terms.

“Services” means Within’s hosted platform, dashboard, software development kits (“SDKs”), APIs, documentation, predictive models, analytics, support, and related services identified in an Order Form.

“Subscription Term” means the subscription period stated in the applicable Order Form.

“Third-Party Service” means a third-party platform, application, system, data source, or service that Customer connects to or uses with the Services, including Customer’s MCP server, CRM, billing, account, or product systems.

“Usage Data” means technical, operational, and usage information about Customer’s access to and use of the Services, excluding Customer Data that identifies an individual or Customer.

2. Services and Access

2.1 Services. Within provides predictive revenue-intelligence services for software vendors operating MCP servers. The Services may collect redacted and pseudonymous agent-session telemetry, associate it with Customer-authorized commercial outcomes, and generate account-health scores, predictions, explanations, alerts, reports, or recommendations concerning churn, renewal, upgrade, engagement, or product friction.

2.2 Provision. Within will provide the Services identified in each Order Form during the applicable Subscription Term, subject to these Terms. The Order Form may specify usage quantities, event volumes, retention windows, implementation obligations, support commitments, or other limitations.

2.3 Authorized Use. Subject to Customer’s payment of applicable fees and compliance with these Terms, Within grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer’s internal business purposes.

2.4 SDK License. Within grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license during the Subscription Term to install and use the object-code form of the applicable SDK solely in Customer-operated MCP servers to transmit authorized telemetry to the Services. Customer will implement and use the SDK in accordance with the Documentation and will use a supported SDK version. Within may discontinue support for older SDK versions after reasonable notice where practicable.

2.5 Accounts and Credentials. Customer is responsible for its Authorized Users, account activity, API keys, and credentials. Customer will maintain accurate account information, use reasonable security measures, prevent credential sharing, and promptly disable access for individuals who are no longer authorized.

2.6 Affiliates and Contractors. Customer may permit its affiliates and contractors to use the Services for Customer’s benefit, but Customer remains responsible for their compliance with these Terms. No affiliate acquires separate rights unless it enters into an Order Form or is expressly identified in one.

3. Customer Responsibilities and Use Restrictions

3.1 Customer Systems and Implementation. Customer is responsible for operating and securing its MCP server and other systems, installing and configuring the SDK and integrations, mapping outcome data, maintaining required network connectivity, and ensuring that Customer’s systems and changes do not interfere with the Services.

3.2 Lawful Data and Instructions. Customer is responsible for the accuracy, quality, legality, and means of collection of Customer Data. Customer represents and warrants that it has all rights, notices, consents, and authorizations necessary for Within to process Customer Data and provide the Services as contemplated by the Agreement.

3.3 Prohibited Data. Unless Within expressly agrees otherwise in writing, Customer will not submit or permit the Services to process: payment-card data; financial-account credentials; account passwords or authentication secrets; government identification numbers; protected health information; biometric identifiers; precise geolocation; data about children; special-category data under the GDPR; consumer health data; criminal-offense data; data regulated under the International Traffic in Arms Regulations; or other highly sensitive or specially regulated data.

3.4 Restrictions. Customer will not, and will not permit any third party to:

• rent, lease, sell, sublicense, distribute, or provide the Services to a third party except as expressly permitted in an Order Form;

• use the Services to provide a service bureau or substantially similar outsourced service for third parties;

• reverse engineer, decompile, disassemble, or attempt to discover source code, non-public APIs, model weights, or underlying algorithms, except to the limited extent applicable law prohibits this restriction;

• copy, modify, or create derivative works of the Services or Documentation, except as expressly permitted for the SDK;

• circumvent or interfere with authentication, security, usage limits, rate limits, or other protective measures;

• probe, scan, or test the vulnerability of the Services without Within’s prior written authorization;

• use the Services to develop, train, benchmark, or improve a competing product or publicly disclose performance or benchmark results without Within’s prior written consent;

• introduce malicious code, attempt unauthorized access, disrupt the Services, or use the Services in a manner that imposes an unreasonable burden on the Services;

• use the Services in violation of law, third-party rights, or Customer’s obligations to its users, customers, vendors, or Third-Party Services; or

• use the Services as the sole basis for a decision that produces legal or similarly significant effects concerning an individual, including decisions concerning employment, credit, housing, insurance, education, healthcare, or essential services.

3.5 Privacy Disclosures. Customer will provide legally required privacy notices and obtain legally required consents or other permissions relating to the collection and processing of telemetry and other Customer Data through Customer’s MCP server, properties, and systems. Customer is responsible for responding to individuals concerning Customer’s use of the Services, subject to Within’s obligations under the DPA.

4. Customer Data, AI, and Automated Analysis

4.1 Customer Data Ownership. As between the parties, Customer retains all rights in Customer Data. Customer grants Within and its subprocessors a non-exclusive, worldwide, royalty-free right to host, copy, transmit, modify, analyze, display, and otherwise process Customer Data only as necessary to provide, secure, support, and maintain the Services; comply with law; and exercise Within’s rights under the Agreement.

4.2 Customer-Specific Models. The Services may train and retrain predictive models using Customer’s telemetry and Customer’s commercial outcomes. These models are configured for Customer and will not be made available to another customer or trained on another customer’s identifiable data. Within will not use Customer Data to train a model made available to other customers unless Customer expressly agrees in writing.

4.3 Aggregated and Usage Data. Within may create and use Aggregated Data and Usage Data during and after the Subscription Term to operate, analyze, secure, support, and improve the Services, develop general product features, and understand service performance, provided Within does not attempt to reidentify any individual or Customer from Aggregated Data. Within owns Aggregated Data and Usage Data.

4.4 Redaction and Pseudonymization. The Services may use automated redaction, hashing, or other measures designed to reduce exposure of personal data, credentials, and secrets. Customer acknowledges that automated redaction and pseudonymization are risk-reduction measures and do not guarantee that all sensitive information will be identified, removed, or prevented from reaching the Services. Customer remains responsible for configuring its implementation and limiting Customer Data to appropriate information.

4.5 Outputs and Customer Decisions. Scores, predictions, classifications, explanations, alerts, reports, and recommendations generated by the Services (“Outputs”) are probabilistic, may be incomplete or inaccurate, and depend on the volume, quality, timeliness, and representativeness of Customer Data. Customer is responsible for reviewing Outputs, applying appropriate human judgment, and making all business decisions. Within does not guarantee churn prevention, renewal, upgrades, revenue, or any other commercial outcome.

4.6 Cold Start. Customer acknowledges that meaningful predictions may require approximately two to three billing cycles of labeled historical data, and actual timing and performance will vary. This estimate is for expectation-setting only and is not a service level or warranty.

4.7 Model and Service Technology. Customer Data remains Customer’s property, but the Services, model architecture, model parameters, training methods, software, and underlying technology are Within Technology under Section 7. Unless an Order Form expressly states otherwise, model weights and other internal model artifacts are not Customer Data and are not required to be exported to Customer.

5. Privacy and Security

5.1 Data Processing Agreement. To the extent Within processes personal data on Customer’s behalf and applicable law requires processor terms, the Within Data Processing Agreement available at www.getwith.in/dpa (“DPA”) is incorporated into the Agreement. If the DPA conflicts with these Terms concerning the processing of Customer Personal Data, the DPA controls.

5.2 Security. Within will maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data, as further described in the DPA. Customer is responsible for securely configuring and using the Services and protecting systems, environments, and credentials under Customer’s control.

5.3 Privacy Statement. Within’s processing of account, website, billing, support, and other information for its own business purposes is described in the Within Privacy Statement available at https://getwith.in/privacy.

6. Third-Party Services and Integrations

6.1 Customer-Authorized Integrations. Customer may direct the Services to receive data from or interact with Third-Party Services. By enabling an integration, Customer authorizes Within to exchange Customer Data with the Third-Party Service as needed to provide the integration.

6.2 Third-Party Responsibility. Customer is responsible for its Third-Party Services, accounts, permissions, and compliance with third-party terms. Within does not control and is not responsible for Third-Party Services, Customer’s MCP server, or how a Third-Party Service processes Customer Data after receiving it. Within may modify, suspend, or discontinue an integration if the third-party provider changes or restricts its service, the integration creates legal or security risk, or continued support is not commercially reasonable.

6.3 Open-Source Software. The Services may include open-source components governed by separate license terms. Those license terms will control solely with respect to the applicable component to the extent they conflict with these Terms. Required notices, when available, will be provided upon request..

7. Ownership and Feedback

7.1 Within Technology. Within and its licensors retain all right, title, and interest in the Services, Documentation, SDKs, APIs, models, algorithms, software, interfaces, designs, methods, know-how, improvements, and related intellectual property (“Within Technology”). Customer receives only the limited rights expressly granted in the Agreement.

7.2 Feedback. Customer may provide suggestions, ideas, or feedback concerning the Services. Customer grants Within a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and incorporate that feedback without restriction or compensation. Feedback does not include Customer Data or Customer Confidential Information.

7.3 Customer References. Within will not publicly use Customer’s name, trademarks, or logo to identify Customer as a customer without Customer’s prior written consent.

8. Subscription Terms, Fees, and Payment

8.1 Order Forms and Subscription Terms. The Services are purchased for the Subscription Term and at the fees stated in the applicable Order Form. Renewal terms, notice periods, contracted event volumes, model limits, retention periods, and other commercial terms will be stated in the Order Form. Except as expressly stated in an Order Form, Customer’s purchase is not contingent on delivery of any future feature or functionality.

8.2 Fees and Payment. Within will invoice Customer as stated in the Order Form. Unless the Order Form states otherwise, invoices are due thirty (30) days after the invoice date. Undisputed overdue amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. Customer will reimburse reasonable collection costs for overdue undisputed amounts.

8.3 Disputes. Customer must notify Within of a good-faith invoice dispute within twenty (20) days after the invoice date and provide reasonable detail. Customer will timely pay undisputed amounts, and the parties will work in good faith to resolve the dispute.

8.4 Taxes. Fees exclude sales, use, value-added, withholding, and similar taxes and duties, except taxes based on Within’s net income. Customer is responsible for taxes legally imposed on its purchase or use of the Services. If Customer is legally required to withhold tax, Customer will provide documentation and cooperate in seeking available exemptions or reductions.

8.5 No Refunds. Fees are non-cancellable and non-refundable except as expressly stated in the Agreement. Customer commitments under an Order Form are not reduced because Customer’s actual usage is lower than anticipated.

9. Term, Suspension, and Termination

9.1 Term. These Terms begin on the Effective Date and continue until all Order Forms expire or are terminated.

9.2 Suspension. Within may suspend Customer’s access to all or part of the Services if: (a) Customer’s use presents a material security risk or threatens the integrity or availability of the Services; (b) Customer violates Section 3 or submits data it has no right to provide; (c) an invoice is more than ten (10) days overdue after written notice; (d) suspension is required by law or a governmental order; or (e) Customer exceeds agreed usage limits and does not promptly address the excess after notice. Where reasonably practicable, Within will provide notice and limit the suspension to the affected use.

9.3 Termination for Cause. Either party may terminate an affected Order Form or the Agreement if the other party materially breaches the Agreement and does not cure the breach within thirty (30) days after written notice. A party may terminate immediately if the breach is not capable of cure, the other party ceases business without a successor, or the other party becomes subject to bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days.

9.4 Effect of Termination. Upon expiration or termination, Customer will stop using the affected Services and delete Within credentials, SDK copies, and Documentation in its possession, except for copies required by law or routine archival systems. Customer remains responsible for fees accrued through termination. Customer should export any available Customer Data and reports it wishes to retain before termination. Customer Data will be returned or deleted as described in the DPA. Within may delete non-exportable customer-specific model artifacts after termination, subject to applicable law and the DPA.

9.5 Survival. Sections that by their nature should survive will survive, including payment obligations, restrictions, data and ownership rights, confidentiality, disclaimers, indemnification, liability limitations, dispute resolution, and general provisions.

10. Availability, Support, and Early Access

10.1 Availability. Within will use commercially reasonable efforts to make the hosted Services available, but no uptime or service-level commitment applies unless expressly stated in an Order Form or separate service level agreement. The Services may be unavailable because of maintenance, updates, emergencies, third-party systems, internet conditions, or events beyond Within’s reasonable control.

10.2 Changes to Services. Within may update or change the Services and Documentation from time to time. Within will not materially reduce the core functionality of paid Services during a Subscription Term without providing a commercially reasonable alternative or permitting Customer to terminate the materially affected Services and receive a prorated refund of prepaid unused fees as Customer’s sole remedy.

10.3 Support. Within will provide support through hello@getwith.in and support hours are Monday-Friday 9-5PM ET, unless the Order Form states otherwise. Response and resolution times are targets only unless expressly identified as binding in an Order Form or support policy.

10.4 Trials, Design-Partner Services, and Beta Features. Free, trial, design-partner, alpha, beta, preview, and early-access services or features may be changed, suspended, or discontinued at any time and are provided “as is,” without warranty, indemnity, service level, or support obligation, except as expressly stated in an Order Form or separate addendum.

11. Confidentiality

11.1 Confidential Information. “Confidential Information” means non-public business, technical, product, financial, security, and other information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood to be confidential. Customer Data is Customer Confidential Information. Within Technology, non-public Documentation, model and performance information, and the negotiated terms of an Order Form are Within Confidential Information.

11.2 Protection and Use. Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, affiliates, contractors, advisers, and subprocessors that need to know it and are bound by confidentiality obligations. Recipient is responsible for those persons’ compliance.

11.3 Exclusions. Confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of Confidential Information.

11.4 Required Disclosure. Recipient may disclose Confidential Information as required by law if, to the extent legally permitted, Recipient gives prompt notice and reasonable assistance so Discloser may seek protective treatment. Recipient will disclose only the minimum required.

11.5 Equitable Relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The injured party may seek injunctive or equitable relief in addition to other remedies, subject to Section 16.

12. Limited Warranty and Disclaimers

12.1 Limited Warranty. During a paid Subscription Term, Within warrants that the hosted Services will perform in all material respects in accordance with the applicable Documentation when used as authorized. Customer must report a material nonconformity within thirty (30) days after discovering it. Within’s sole obligation and Customer’s exclusive remedy will be for Within to use commercially reasonable efforts to correct the nonconformity or, if correction is not commercially reasonable, terminate the affected Services and refund prepaid unused fees for the terminated period.

12.2 Exclusions. The limited warranty does not apply to issues caused by Customer Data, Customer systems, unsupported SDK versions, unauthorized use or modification, Third-Party Services, misuse, or free, trial, beta, design-partner, or early-access services unless expressly agreed otherwise.

12.3 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SERVICES, OUTPUTS, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITHIN AND ITS SUPPLIERS DISCLAIM ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12.4 No Outcome or Accuracy Warranty. WITHIN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; THAT ALL PERSONAL DATA OR SECRETS WILL BE REDACTED; THAT CUSTOMER DATA OR OUTPUTS WILL BE ACCURATE OR COMPLETE; OR THAT CUSTOMER WILL PREVENT CHURN, OBTAIN RENEWALS OR UPGRADES, OR ACHIEVE ANY PARTICULAR REVENUE OR BUSINESS RESULT.

13. Indemnification

13.1 By Within. Within will defend Customer against a third-party claim alleging that the paid Services, when used as authorized under the Agreement, directly infringe a United States patent, copyright, or trademark, and will indemnify Customer for damages and reasonable costs finally awarded or approved in a settlement by Within. If such a claim is made or likely, Within may modify or replace the affected Services, obtain continued-use rights, or terminate the affected Services and refund prepaid unused fees for the terminated period.

13.2 Exclusions. Within has no obligation for claims arising from Customer Data; Customer systems or Third-Party Services; use outside the Agreement or Documentation; modifications not made by Within; combination with items not provided by Within; continued use after notice to stop; or open-source components governed by separate license terms.

13.3 By Customer. Customer will defend Within and its affiliates, officers, and personnel against third-party claims arising from: (a) Customer Data or Customer’s lack of required rights, notices, consents, or permissions; (b) Customer’s systems, MCP server, products, or Third-Party Services; (c) Customer’s violation of Section 3; or (d) Customer’s use of Outputs or the Services in violation of law or third-party rights. Customer will indemnify Within for damages and reasonable costs finally awarded or approved in a settlement by Customer.

13.4 Procedure. The indemnified party must provide prompt written notice, reasonable cooperation at the indemnifying party’s expense, and control of the defense and settlement to the indemnifying party. The indemnifying party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or does not fully release the indemnified party without the indemnified party’s written consent, not to be unreasonably withheld.

14. Limitation of Liability

14.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS SUPPLIERS WILL BE LIABLE ARISING OUT OF OR RELATING TO THE AGREEMENT FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO WITHIN UNDER THE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

14.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s payment obligations; (b) Customer’s breach of Section 3.4; or (c) a party’s fraud, willful misconduct, or liability that cannot be limited by law. For clarity, claims relating to privacy, security, Customer Data, the DPA, and confidentiality remain subject to Sections 14.1 and 14.2 except to the extent included in an Excluded Claim or prohibited by law.

14.4 Allocation of Risk. The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise, and even if a limited remedy fails of its essential purpose. The parties agree that the fees reflect this allocation of risk.

15. Changes to These Terms

15.1 Updates. Within may update these Terms from time to time. Within will use reasonable efforts to provide at least thirty (30) days notice of a material change by email to Customer’s account administrator, in-product notice, or another reasonable method. Non-material changes and changes required by law may take effect on posting or on the date stated in the notice.

15.2 Materially Adverse Changes. Unless required sooner by law, a materially adverse change will take effect at Customer’s next renewal or new Order Form. If Within states that a materially adverse change will take effect during a current Subscription Term, Customer may terminate the materially affected Services before the change takes effect and receive a prorated refund of prepaid unused fees as Customer’s sole remedy. Continued use after the effective date constitutes acceptance.

16. Governing Law; Arbitration; Class-Action Waiver

16.1 Governing Law. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The Federal Arbitration Act governs the interpretation and enforcement of this Section 16.

16.2 Informal Resolution First. Before commencing arbitration, the complaining party must send the other party a written notice titled “Initial Notice of Dispute” describing the nature of the dispute, the supporting facts, and the relief requested. Notices to Within must be sent by email to legal@getwith.in and by nationally recognized overnight courier or certified mail to: 700 Canal St First Floor, Stamford, CT 06902. The parties will attempt in good faith to resolve the dispute for thirty (30) days after receipt of the notice.

16.3 Binding Arbitration. If the dispute is not resolved through Section 16.2, any dispute, claim, or controversy arising out of or relating to the Agreement, the Services, or the parties’ relationship will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules by one arbitrator. The legal seat of arbitration will be New York County, New York. Hearings may be conducted by videoconference unless the arbitrator determines that an in-person hearing is appropriate; any in-person hearing will occur in New York County, New York, unless the parties agree otherwise.

16.4 Arbitrator Authority. The arbitrator, and not a court, will decide disputes concerning the interpretation, applicability, enforceability, or formation of the Agreement or this arbitration provision, except that a court will decide any dispute concerning the validity or enforceability of the class-action waiver in Section 16.5. The arbitrator may award any individual remedy available in court, including temporary, injunctive, or equitable relief, but may not award relief for or against persons who are not parties to the arbitration. Judgment on the award may be entered in any court of competent jurisdiction.

16.5 No Class or Representative Actions. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY. CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, AND REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE NOT PERMITTED. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR ENTITY WITHOUT THE WRITTEN CONSENT OF ALL PARTIES.

16.6 Jury-Trial Waiver. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT.

16.7 Court Proceedings and Injunctive Relief. Notwithstanding the arbitration requirement, either party may seek temporary or preliminary injunctive relief in a court to protect intellectual property, confidential information, data, or system security pending appointment of the arbitrator. The state and federal courts located in New York County, New York will have exclusive jurisdiction over any non-arbitrable dispute and any proceeding to compel arbitration, confirm, enforce, modify, or vacate an arbitration award, and each party consents to personal jurisdiction and venue there.

16.8 Costs. Arbitration fees and expenses will be allocated under the AAA Commercial Arbitration Rules. Each party will bear its own attorneys’ fees unless the arbitrator awards fees under applicable law or an express provision of the Agreement.

17. General Terms

17.1 Order of Precedence. If documents conflict: (a) the DPA and mandatory transfer terms control for processing Customer Personal Data; (b) the Order Form controls for the specific Services, fees, usage limits, and Subscription Term; and (c) these Terms control otherwise. A purchase order or Customer procurement form is for administrative convenience only and does not modify the Agreement unless expressly signed by Within.

17.2 Entire Agreement. The Agreement, consisting of these Terms, the Order Forms, the DPA, and any policies or addenda expressly incorporated by reference, is the complete agreement concerning its subject matter and supersedes prior or contemporaneous proposals and communications concerning that subject matter.

17.3 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except either party may assign it without consent in connection with a merger, reorganization, change of control, or sale of all or substantially all assets relating to the Agreement, provided the assignee is not a direct competitor of the non-assigning party and agrees to be bound. Any prohibited assignment is void.

17.4 Notices. Notices under the Agreement must be in writing and sent to the contact information in the applicable Order Form. Notices to Within must also be sent to legal@getwith.in. Email notices are effective on the next business day after sending unless the sender receives a delivery-failure notice. Notices of termination, indemnity claims, and disputes must also be sent by overnight courier or certified mail.

17.5 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, labor dispute, governmental action, internet or telecommunications failure, cloud-provider outage, or denial-of-service attack, except that this provision does not excuse Customer’s payment obligations for Services already provided.

17.6 Subcontractors. Within may use affiliates and subcontractors to provide the Services, subject to the Agreement and, where applicable, the DPA. Within remains responsible for their performance to the extent stated in the Agreement.

17.7 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship, and neither party may bind the other.

17.8 Export Controls and Sanctions. Each party will comply with applicable export-control, import, and economic-sanctions laws. Customer represents that it and its Authorized Users are not prohibited or restricted parties and will not access or use the Services from an embargoed jurisdiction or in violation of applicable restrictions.

17.9 Severability and Waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. A waiver must be in writing and signed by the waiving party. Failure to enforce a provision is not a waiver.

17.10 No Third-Party Beneficiaries. The Agreement is for the parties’ benefit only and does not create rights for any third party, except indemnified parties under Section 13.

17.11 Electronic Acceptance; Counterparts. The Agreement may be accepted electronically and executed in counterparts, each of which is deemed an original and together constitute one instrument.

18. Contact Information

Questions about these Terms may be sent to:

Ballyhoo Group LLC

700 Canal St First Floor, Stamford, CT 06902

hello@getwith.in