Pool Brain Inc. (“ Pool Brain” or “we”) provides technology-enabled services, including the access to use of Pool Brain’s platform, made available through at https://www.poolbrain.com, any Mobile Apps (as defined below), and other related software, content, and services, including all versions and upgrades thereto (collectively, the “Services ”). Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service (“Terms”) and is a binding agreement between Pool Brain and you (“you”, “your” or “Customer”. Pool Brain may, at its discretion, update these Terms at any time. You can access and review the most current version of these Terms at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Pool Brain.

PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THESE TERMS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR YOUR ACCESS TO OR USE OF THE SERVICES , INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 13 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you: (a) are of legal age to form a binding contract; and (b) have the right, authority, and capacity to agree to and abide by these Terms and if you are an individual accepting the terms of these Terms on behalf of Customer, you represent and warrant that you have legal authority to bind Customer to these Terms.

Supplemental Terms. Certain Services, integrations, products, or functionality may be subject to additional terms or addenda made available by Pool Brain (“Supplemental Terms”). Supplemental Terms are incorporated into these Terms and apply when you enroll in, enable, access, or use the applicable Service, integration, product, or functionality. If Supplemental Terms conflict with these Terms, the Supplemental Terms control solely with respect to the applicable Service, integration, product, or functionality.

Current Supplemental Terms:

Pool Brain Payment Services Addendum – applies to customers who enroll in, enable, access, or use Pool Brain Payment Services.

(a) License to the Services. Subject to and conditioned on your compliance with these Terms, Pool Brain hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable license solely to access and use the Services only for your commercial use. Your access to and use of the Services must further comply in all material respects with all usage guidelines posted by Pool Brain. Any use of the Services not specifically permitted under these Terms is strictly prohibited. The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Pool Brain retains and reserves all rights not expressly granted in these Terms.

(b) Registered Users. Pool Brain reserves the right to restrict certain Services to registered users. In registering or accessing a registered account, you agree to provide accurate, current, and complete account information and represent that all information previously provided to Pool Brain is accurate, current, and complete, including but not limited to your name, address, telephone number, and email address. You agree to periodically update this information as necessary to keep it accurate, current, and complete. Pool Brain has no liability rising from your failure to maintain accurate information, including your failure to receive critical information about the Services. You are responsible for all activities related to the Services that occur through your account and password, and agree to keep your registered account information confidential and to not use any other user account registered with Pool Brain, not permit the use of your account by third parties and not to sell, transfer or assign your account to any third party. Pool Brain reserves the right to terminate any registered account it believes to be in violation of this Section or any other terms in our sole discretion. If you suspect any violation of this Section, including but not limited to any unauthorized use of your account, you agree to notify us immediately at team@poolbrain.com.

(c) Mobile Apps. Pool Brain may make available mobile software applications, including without limitation the Pool Brain application, for access to and use of certain components of the Services (collectively, “ Mobile Apps ”). Your access to and use of Mobile Apps is subject to and governed by these Terms. If any Mobile App is downloaded by you from the iTunes App Store (each, an “ iOS Mobile App ”) or other app store provider, your use of such iOS Mobile App or other app is further subject to your compliance in all material respects with the terms and conditions of the Usage Rules set forth in the iTunes App Store Terms of Service or other app store provider’s terms of service, as applicable. These Terms are between you and Pool Brain only, and not with Apple Inc. (“ Apple ”) or any other app store provider, and Apple or such other app store provider is not responsible for iOS Mobile Apps or such other Mobile Apps and the contents thereof; however, Apple and Apple’s (or such other app store provider and its) subsidiaries are third-party beneficiaries of these Terms with respect to iOS Mobile Apps or Mobile Apps, as applicable.

(d) Platform Operations. Pool Brain’s Platform offers functionalities designed to assist in pool service management, including but not limited to quotes, job and route management, invoices and payments, chemical use tracking and dosing, filter clean management, technician pay calculations, equipment tracking, a customer portal, issue reporting, and QuickBooks synchronization. These tools are provided for information purposes only to help facilitate the operation of your pool service but are not substitutes for professional expertise and judgment. You are solely responsible for operation of your pool service and compliance with industry standards, accepted practices and compliance with applicable laws.

(e) Customer Portal. The Pool Brain Platform allows you to provide access to your customers to schedule appointments, access information regarding their accounts and other services. You are solely responsible for granting access to customers and for all activity and transactions conducted via the customer portal. Pool Brain is not responsible and disclaims any responsibility or liability for any errors or omissions in the data provided by or to your customers or other authorized users or for any loss or damage arising from your reliance on any information available or transmitted through the Platform. Pool Brain disclaims all responsibility for any work performed by you as a result of using the Platform. All agreements and transactions relating to your pool services are solely between the you as the service provider and your customer, and Pool Brain disclaims any and all liability for any aspect of any service transactions facilitated through its Platform.

(f) No Endorsements. Pool Brain does not endorse or recommend any specific pool service provider, service or product, or customer, nor does it verify the qualifications, quality, safety, legality, or other aspects of the services provided by users of the Platform. Any references to services or providers on the platform are for informational purposes only.

(a) Privacy Policy. In addition to these Terms, the Pool Brain Privacy Policy at www.poolbrain.com/privacy-policy (“ Privacy Policy ”) applies to how Pool Brain may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, Pool Brain may receive certain information about you, including personal information, as set forth in the Privacy Policy, and Pool Brain may collect, use, disclose, store, share, and process such personal information in accordance with such Privacy Policy.

(b) Data; Privacy.

(i) You are solely responsible for the content of any data or materials that you or your personnel use, process, submit, provide to, or make available through the Platform (“Customer Data”). You represent and warrant that: (i) you have all rights in the Customer Data necessary to grant the rights contemplated by these Terms; and (ii) the Customer Data (including as used in connection with the Platform) does not and will not violate these Terms, any Pool Brain policies or applicable law. You grant Pool Brain and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all content (in any form and any medium, whether now known or later developed) that you provide in connection with the Services. You acknowledge and agree that the technical processing and transmission of data associated with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.

(ii) Notwithstanding anything to the contrary contained in these Terms, Pool Brain may aggregate Customer Data and other content, data, and user information in such a way that that it will not identify you or your customer and Pool Brain may use that aggregated data to develop and improve the Services, for diagnostic and corrective purposes in connection with the Services and for any other lawful purpose.

(iii) Pool Brain has established and implemented reasonable information security practices regarding the protection of Customer Data, including administrative, technical, and physical security processes. Notwithstanding the foregoing, you are responsible for maintaining appropriate security, protection, and backup of all information, content or Customer Data. Pool Brain is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, or loss of, or damage to, or failure to store or encrypt, any data unless due to the gross negligence or willful misconduct of Pool Brain.

(iv) Notwithstanding the fact that you may be listed on a federal, state or other applicable “Do Not Call” list or any current or prior election to opt in or opt out of receiving phone calls, emails, SMS or text messages, mail or other messaging from us, our agents, representatives, affiliates, anyone calling on our behalf or our service providers regarding the Services, you expressly consent to being contacted by us, our agents, representatives, affiliates, anyone calling on our behalf or our service providers for any and all purposes arising out of, relating to or regarding the Services, at any telephone number you provide, or physical or electronic address you provide or at which you may be reached. You agree Pool Brain may contact you in any way, including SMS messages (including text messages), calls using pre-recorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via SMS or text. You consent to receive SMS messages (including text messages), calls, messages (including prerecorded and artificial voice and autodialed) or other messaging from us, our agents, representatives, affiliates, anyone calling on our behalf or our service providers at the specific number(s) you have provided to Pool Brain, or numbers Pool Brain can reasonably associate with your account (through skip trace, caller ID capture or other means), with information or questions about the Service or the service or products offered by our service providers. You certify, warrant and represent that the telephone numbers that you have provided to Pool Brain are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to Pool Brain or to our service providers. You agree to promptly alert Pool Brain and our service providers whenever you stop using a particular telephone number. Your cellular or mobile telephone provider will charge you according to the type of plan you carry. Pool Brain may listen to and/or record phone calls between you and Pool Brain’s representatives without notice to you as permitted by applicable law. For example, Pool Brain listens to and records calls for quality monitoring purposes.

(v) By using Pool Brain’s Services, you agree to receive emails and text messages from us regarding the Services to which you have subscribed as well as promotions, and other notifications related to our Services. These communications are intended to keep you informed about opportunities that may be of interest to you. By providing your mobile phone number, you are expressly consenting and “opting in” to receive marketing text message via automated technology. If you decide at any time that you no longer wish to receive such communications, you have the option to opt out. To unsubscribe from emails, you can follow the unsubscribe link provided at the bottom of each email. To stop receiving text messages, you can reply with “STOP” to any message we send. Please note that opting out of these communications may affect your ability to receive important updates and offers about new services and features that may enhance your business management experience.

(a) Pool Brain’s Copyrights, Trademarks and Other Intellectual Property. You acknowledge that all content and materials available through our Services, including, but not limited to text, images, audio, video, interfaces, information, data, source code, object code, software, trade names and trademarks, are the property of Pool Brain (collectively, our “Content”); our Content and any content licensed to us by third party content providers are protected by copyright, trademark, and other intellectual property laws and treaties of the United States and foreign countries. Nothing in these Terms grants you any license or right to use our Content except as expressly stated in these Terms. These Terms do not provide you a license to use, reproduce, distribute, display or provide access to any portion of the Services on third party sites or otherwise. Our Content may only be accessed through the Services. Unless you are otherwise explicitly granted permission, these Terms do not grant you any right or license with respect to any trademarks, service marks, graphics, or logos.

(b) Certain Prohibited Activities. Neither our Content, nor the Services nor the technology used to compile or operate the Services may be copied, modified, sold, reproduced, reverse engineered, reverse compiled, distributed, republished, displayed, posted, be used to create derivative or collective works, or transmitted in any form, in whole or in part, without Pool Brain’s prior written consent, which may be withheld or revoked in our sole discretion. Without limiting the generality of the foregoing, you are strictly prohibited from using, or permitting any third party to use (including through any artificial intelligence tool, generative model, automated system or otherwise), the Services, our Content or any data derived from the Services or our Content for the purpose of developing, designing, enhancing, improving, supporting, assisting or otherwise contributing to any other product, service or platform (such as a service that competes with the Services or that provides any functionality that is substantially similar to any functionality of the Services, including any such software platform, automated system, machine learning model, generative model, neural network, artificial intelligence system, or similar technology), without Pool Brain’s prior written consent.

(c) Feedback. If you submit to us or post through our Services any testimonial, comment, review, suggestion, feedback or work of authorship (collectively, a “Submission”), you acknowledge and agree that such submission will not be confidential or secret and may be used by us in any manner. Pool Brain assumes no liability for the disclosure or use of information in a Submission that you consider contains confidential or proprietary information, and no submission sent to us will be considered or treated as confidential information. We do not pre-screen submissions and we will have no obligation to read any particular submission submitted or sent to us. In submitting any Submission to us, you: (a) represent and warrant that the submission is original to you, no other party has any rights in the Submission, and that any moral rights in such submission have been waived, and (b) grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, reproduce, publish, distribute, display, translate, summarize, modify and adapt such submission (in whole or part) and/or to incorporate it in other works in any derivative work, form, media, or technology now known or later developed with or without your name and in our sole discretion.

(a) In your use of the Services, you will not:

(i) use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under these Terms;

(ii) reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;

(iii) interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;

(iv) provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device;

(v) access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;

(vi) violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;

(vii) remove or obscure any proprietary notice that appears within the Services;

(viii) impersonate any person or entity, including Pool Brain personnel, or falsely state or otherwise misrepresent your affiliation with Pool Brain, or any other entity or person;

(ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services’

(x) take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure;

(xi) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services;

(xii) sign up for, negotiate a price for, use, or otherwise solicit a Professional Service with no intention of following through with your use of or payment for the Professional Service; or

(xiii) attempt to indirectly undertake any of the foregoing.

(b) You will not: upload, post, email, store, transmit, or otherwise make available any content that:

(i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable

(ii) may not be made available under any law or under contractual or fiduciary relationships (