TRULI TERMS OF SERVICE

Last Updated: January 25, 2026

These Terms of Service (these "Terms") govern your access to and use of Truli's AI-powered compliance platform and related services (collectively, the "Service"). These Terms constitute a legally binding agreement between you ("Customer," "you," or "your") and Truli ("Truli," "we," "us," or "our").

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

1. DEFINITIONS

"Authorized Users" means your employees, contractors, and consultants who are authorized by you to access and use the Service on your behalf.

"Customer Data" means all data, information, labels, product specifications, marketing materials, and other content that you or your Authorized Users submit to or upload into the Service.

"Documentation" means Truli's user guides, technical documentation, and other materials related to the Service.

"Feedback" means any suggestions, comments, modifications, enhancement requests, or other feedback regarding the Service provided by you to Truli.

"Order Form" means the subscription agreement, order form, or enrollment page that specifies your subscription plan, pricing, term length, and other subscription details.

"Truli Platform" means Truli's proprietary software platform, including all algorithms, models, artificial intelligence systems, databases, interfaces, and other technology used to provide the Service.

2. SERVICE DESCRIPTION

Truli provides an AI-powered compliance platform that assists consumer packaged goods (CPG) brands in analyzing product labels and marketing claims for potential FDA and FTC compliance issues. The Service includes automated label audits, risk flagging, regulatory guidance, and compliance reporting features.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation

To access the Service, you must create an account by providing accurate and complete information. You agree to maintain and promptly update your account information to ensure it remains accurate and current.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Truli of any unauthorized access to or use of your account. Truli will not be liable for any loss or damage arising from your failure to maintain account security.

3.3 Authorized Users

You may permit Authorized Users to access and use the Service through your account. You are responsible for your Authorized Users' compliance with these Terms and for any actions they take using the Service. You will ensure that Authorized Users maintain the confidentiality of any login credentials and comply with all applicable laws.

4. LICENSE AND ACCESS RIGHTS

4.1 License Grant to Customer

Subject to your compliance with these Terms and payment of applicable fees, Truli grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the Term (as defined below) to access and use the Service solely for your internal business purposes in accordance with the Documentation.

4.2 License Restrictions

You will not, and will not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Service or Truli Platform; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service; (c) rent, lease, sell, sublicense, distribute, or otherwise transfer the Service to any third party; (d) use the Service to build a competitive product or service; (e) remove, alter, or obscure any proprietary notices on the Service; (f) use the Service in any manner that violates applicable laws or regulations; or (g) access the Service to benchmark against or copy features, functions, or graphics.

5. CUSTOMER DATA

5.1 Ownership

As between you and Truli, you retain all right, title, and interest in and to your Customer Data. You grant Truli a worldwide, non-exclusive, royalty-free license to use, process, store, and transmit Customer Data solely to provide the Service to you.

5.2 Customer Responsibilities

You represent and warrant that: (a) you have all necessary rights to submit Customer Data to the Service; (b) Customer Data does not violate any third-party rights or applicable laws; (c) Customer Data does not contain any viruses, malware, or harmful code; and (d) you are solely responsible for the accuracy and quality of Customer Data. You acknowledge that the quality and accuracy of the Service's outputs depend on the quality of Customer Data you provide.

5.3 No Training on Customer Data

Truli does NOT use Customer Data to train, develop, or improve artificial intelligence models, machine learning algorithms, or foundation models. Customer Data is used solely to provide the Service to you as described in Section 5.1. Truli may use aggregated, anonymized, and de-identified usage statistics and performance metrics to improve the Service's technical infrastructure and user experience, provided such data cannot identify you or include any confidential business information specific to your company or products.

5.4 Data Security

Truli implements commercially reasonable technical and organizational measures to protect Customer Data from unauthorized access, use, or disclosure. However, no system is completely secure, and Truli cannot guarantee absolute security. You acknowledge that you are responsible for implementing appropriate security measures for your account and systems.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Truli Ownership

Truli and its licensors own all right, title, and interest in and to the Service, the Truli Platform, the Documentation, and all related intellectual property rights, including all algorithms, models, software, databases, processes, methodologies, technologies, and know-how. These Terms do not grant you any rights in or to the Service except as expressly stated herein.

6.2 Feedback

If you provide any Feedback to Truli, you hereby grant Truli a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, including to improve and enhance the Service. You waive any rights to compensation or attribution for such Feedback.

6.3 Ownership of Service Outputs

You own your Customer Data and may use Service outputs (including compliance reports, analyses, recommendations, and findings) internally for your business purposes. Service outputs do not transfer any ownership rights in the Truli Platform, algorithms, or AI models to you. You may not resell, redistribute, or provide Service outputs to third parties as a standalone product or service without Truli's prior written consent.

7. FEES AND PAYMENT

7.1 Fees

You agree to pay all fees specified in your Order Form, subscription plan, or as selected during checkout. All fees are non-refundable except as expressly stated in these Terms or required by law.

7.2 Payment Terms

Unless otherwise agreed in your Order Form, fees are due in advance and will be billed on a recurring basis according to your subscription plan. For one-time purchases (such as pay-per-scan or pay-until-compliant services), payment is due at the time of purchase. You authorize Truli to charge your designated payment method for all fees. If payment is not received when due, Truli may suspend or terminate your access to the Service.

7.3 Taxes

All fees are exclusive of taxes, duties, and similar governmental charges. You are responsible for paying all such taxes except those based on Truli's net income.

7.4 Pricing and Order Forms

Your specific subscription or service details are determined by:

(a) For self-service purchases: the pricing and features you select during checkout as confirmed in your purchase confirmation email or account dashboard;

(b) For custom enterprise agreements: the pricing, term length, and features set forth in your signed Order Form or Statement of Work; or

(c) As displayed: on the Truli pricing page at www.trytruli.com/pricing at the time of purchase.

In the event of a conflict between these Terms and a signed Order Form or Statement of Work, the Order Form controls solely with respect to pricing, quantities, and service levels. All other provisions of these Terms govern.

7.5 Auto-Renewal and Cancellation

SUBSCRIPTIONS AUTOMATICALLY RENEW.

Unless you cancel before your renewal date, your subscription will automatically renew for successive periods equal to your original subscription term (e.g., month-to-month or year-to-year) at Truli's then-current rates.

You may cancel your subscription at any time through your account settings or by contacting info@trytruli.com. Cancellation will be effective at the end of your current billing period. You will retain access to the Service through the end of your paid period. No refunds or credits will be provided for partial periods, except as required by law.

One-time purchases (such as pay-per-scan or pay-until-compliant services) do not auto-renew and are valid for the specified time period or until the service is completed, whichever comes first.

7.6 Usage-Based Pricing

Certain subscription plans are priced based on usage metrics (such as number of scans, products monitored, active users, or other consumption measures). Your plan tier and associated pricing are determined by your usage during the billing period.

If your usage exceeds your current plan limits, you may be automatically upgraded to the next tier at the pricing rates then in effect, or overage charges may apply as specified on the pricing page at the time the upgrade occurs. Truli will provide reasonable notice before upgrading your plan or applying overage charges, either via email notification or through your account dashboard.

You may downgrade your plan at any time, effective at the start of your next billing period. Downgrades do not entitle you to refunds or credits for the current billing period.

7.7 Price Changes

Truli reserves the right to change its pricing at any time. Price changes will not affect your current subscription term but will apply upon renewal. Truli will provide at least thirty (30) days' notice of any price changes via email to your account email address. If you do not agree to a price change, you may cancel your subscription before the renewal date.

For one-time purchases, the price in effect at the time of purchase will apply to that specific transaction.

8. ACCEPTABLE USE POLICY

You agree not to use the Service to: (a) violate any applicable laws, regulations, or third-party rights; (b) transmit any harmful, threatening, abusive, defamatory, or otherwise objectionable content; (c) interfere with or disrupt the Service or servers or networks connected to the Service; (d) attempt to gain unauthorized access to the Service or related systems; (e) use any automated means to access the Service except as expressly permitted; (f) upload or transmit viruses or malicious code; (g) collect or harvest information about other users without their consent; or (h) use the Service for any illegal or unauthorized purpose.

9. COMPLIANCE DISCLAIMER

IMPORTANT: THE SERVICE IS A TOOL TO ASSIST WITH COMPLIANCE ANALYSIS. IT DOES NOT CONSTITUTE LEGAL ADVICE, REGULATORY ADVICE, OR PROFESSIONAL COUNSEL. THE SERVICE'S OUTPUTS, INCLUDING FLAGGED ISSUES AND RECOMMENDATIONS, ARE GENERATED BY ARTIFICIAL INTELLIGENCE AND MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES.

You acknowledge and agree that: (a) the Service is not a substitute for professional legal or regulatory counsel; (b) you are solely responsible for ensuring your products, labels, and marketing materials comply with all applicable laws and regulations; (c) you should consult with qualified legal and regulatory professionals before making compliance decisions; (d) Truli makes no representations or warranties regarding the accuracy, completeness, or reliability of the Service's outputs; (e) FDA and FTC regulations are complex and subject to interpretation and change; (f) the Service may not identify all compliance issues; and (g) use of the Service does not guarantee regulatory compliance or immunity from enforcement actions.

YOU ASSUME ALL RISKS ASSOCIATED WITH RELYING ON THE SERVICE'S OUTPUTS. TRULI SHALL NOT BE LIABLE FOR ANY CLAIMS, FINES, PENALTIES, OR DAMAGES ARISING FROM YOUR PRODUCTS' NON-COMPLIANCE WITH REGULATORY REQUIREMENTS.

10. AI AND TECHNOLOGY LIMITATIONS

The Service utilizes artificial intelligence and machine learning technologies. You acknowledge that: (a) AI systems may produce outputs that are inaccurate, incomplete, or biased; (b) AI models are trained on historical data and may not reflect the most current regulations or interpretations; (c) the Service's accuracy may vary depending on the quality and completeness of Customer Data provided; (d) the Service may not detect all compliance issues or may flag issues that are not actually problematic; and (e) human review and professional judgment remain essential for compliance decisions.

11. CONFIDENTIALITY

11.1 Definition

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be considered confidential given its nature and the circumstances of disclosure. Confidential Information includes: (i) for Truli, the Service, Truli Platform, algorithms, models, methodologies, pricing, and business strategies; and (ii) for Customer, Customer Data and your business information.

11.2 Obligations

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information; (b) use Confidential Information only for purposes of these Terms; (c) limit disclosure to employees and contractors who need to know and are bound by confidentiality obligations; and (d) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

11.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without confidentiality restrictions; or (d) is independently developed without use of Confidential Information.

11.4 Duration

The confidentiality obligations herein shall survive for three (3) years after termination of these Terms, except that obligations with respect to trade secrets shall continue for so long as such information qualifies as a trade secret under applicable law.

12. DATA PRIVACY

Truli's collection, use, and processing of personal information is governed by Truli's Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to Truli's privacy practices as described in the Privacy Policy.

13. WARRANTIES AND DISCLAIMERS

13.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation; and (c) its performance under these Terms will not violate any other agreement or applicable law.

13.2 Service Warranty

Truli warrants that the Service will perform materially in accordance with the Documentation during the Term. If the Service fails to conform to this warranty, Truli will use commercially reasonable efforts to correct the non-conformity. If Truli cannot correct the issue within thirty (30) days, you may terminate your subscription and receive a pro-rata refund of prepaid fees for the unused portion of the subscription term. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.

13.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRULI DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND AVAILABILITY. TRULI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED FROM TRULI OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14. LIMITATION OF LIABILITY

14.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap

TRULI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO TRULI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. This limitation applies regardless of the number of claims or causes of action.

14.3 Exceptions

The limitations in this Section 14 do not apply to: (a) either party's breach of confidentiality obligations under Section 11; (b) your breach of Section 4.2 (License Restrictions); (c) either party's indemnification obligations under Section 15; or (d) liability that cannot be excluded or limited under applicable law.

15. INDEMNIFICATION

15.1 Indemnification by Customer

You agree to indemnify, defend, and hold harmless Truli and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Service; (b) your Customer Data; (c) your violation of these Terms; (d) your violation of applicable laws or regulations; (e) your products' non-compliance with FDA, FTC, or other regulatory requirements; or (f) any claims that your Customer Data infringes or violates any third-party rights.

15.2 Indemnification by Truli

Truli agrees to indemnify, defend, and hold harmless you from and against any third-party claims alleging that the Service, when used in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights, provided that you: (a) promptly notify Truli of the claim; (b) grant Truli sole control over the defense and settlement; and (c) provide reasonable cooperation in the defense. If the Service becomes, or in Truli's opinion is likely to become, subject to an infringement claim, Truli may, at its option: (i) obtain a license for you to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) terminate your subscription and refund prepaid fees for the unused portion.

16. TERM AND TERMINATION

16.1 Term

These Terms commence on the date you first access the Service and continue until terminated in accordance with this Section 16 (the "Term").

16.2 Termination by Customer

You may terminate these Terms at any time by canceling your subscription through your account settings or by providing written notice to Truli. Termination will be effective at the end of your then-current billing period. You remain responsible for all fees for the remainder of your current subscription term, and no refunds will be provided except as required by law.

16.3 Non-Renewal

If you do not wish to renew your subscription, you must cancel before your renewal date. Subscriptions automatically renew for successive periods equal to your initial subscription term unless canceled.

16.4 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy.

Truli may suspend or terminate your access immediately if: (i) your account is fifteen (15) days past due; (ii) you violate Section 4.2 (License Restrictions) or Section 8 (Acceptable Use Policy); or (iii) continued provision of Service would violate applicable law.

16.5 Effect of Termination

Upon termination: (a) your right to access and use the Service will immediately cease; (b) you will pay all outstanding fees and charges; (c) you must cease using and delete all copies of Truli Confidential Information; and (d) Truli will, upon your written request made within thirty (30) days of termination, make Customer Data available for download in a standard format for a period of thirty (30) days. After such period, Truli may delete Customer Data from its systems unless prohibited by law.

16.6 Survival

The following sections survive termination: Sections 5.1 (Ownership), 6 (Intellectual Property Rights), 7.1 (Fees), 9 (Compliance Disclaimer), 11 (Confidentiality), 13.3 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16.5 (Effect of Termination), 16.6 (Survival), and 17 (General Provisions).

17. GENERAL PROVISIONS

17.1 Governing Law and Jurisdiction

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 principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Delaware, and the parties hereby consent to personal jurisdiction and venue therein.

17.2 Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms or subscription agreements, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral.

17.3 Amendments

Truli may modify these Terms at any time. For non-material changes (such as clarifications or administrative updates), Truli will post the modified Terms on its website and update the "Last Updated" date.

For material changes that affect your rights or obligations (such as changes to pricing structure, liability limitations, or data usage), Truli will: (a) provide at least thirty (30) days' advance notice via email to your account email address; and (b) require your affirmative acceptance (click-to-accept) at your next login.

If you do not accept material changes, you may terminate your subscription pursuant to Section 16.2. Your continued use of the Service after the effective date constitutes acceptance of non-material changes.

17.4 Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without Truli's prior written consent. Truli may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

17.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor strikes, government actions, or internet service disruptions.

17.6 Severability

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

17.7 Waiver

No waiver of any provision of these Terms shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

17.8 Export Compliance

The Service may be subject to export control laws and regulations. You agree to comply with all applicable export and import laws and regulations in your use of the Service.

17.9 U.S. Government Rights

If you are a U.S. government entity, the Service is provided as "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202, with only those rights granted to end users pursuant to these Terms.

17.10 Notices

All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by confirmed email, or three (3) business days after being sent by certified mail, return receipt requested. Notices to Truli should be sent to: 6330 Main St, Houston, TX 77005 or info@trytruli.com.

17.11 Independent Contractors

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship between the parties.

18. CONTACT INFORMATION

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

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