Terms of Service

Tier1/AI, operated by INS Digital Intelligence LLC

Effective: July 24, 2026
Last updated: July 24, 2026

1. AGREEMENT

By accessing or using Tier1/AI (the "Service"), you agree to these Terms of Service ("Terms"). If you do not agree, do not use the Service. "You" means the individual or entity accessing the Service. "We," "us," "our," or "Tier1/AI" means INS Digital Intelligence LLC, a New York limited liability company operating Tier1/AI at 170 Ontario St, Honeoye Falls, NY 14472.

These Terms constitute a binding agreement between you and INS Digital Intelligence LLC. Please read them carefully. They include an arbitration clause and class-action waiver in Section 14.

2. ELIGIBILITY

You must be at least 18 years old to use the Service. By using the Service, you represent that you are 18 or older and have the legal authority to enter into these Terms on behalf of yourself and, if applicable, the entity you represent.

If you are using the Service on behalf of a company, you represent that you have authority to bind that company to these Terms, and "you" refers to both you individually and that company.

3. THE SERVICE

Tier1/AI is a capital markets communications operating system, operated by INS Digital Intelligence LLC. It provides tools for investor and stakeholder communications, morning briefings, campaign management, mention tracking, strategy generation, and related workflows.

We may update, modify, or discontinue features at any time. We will use reasonable efforts to notify Clients of material changes.

4. ACCOUNTS

You must create an account to use most features. You agree to:

• Provide accurate, current information
• Maintain the security of your credentials
• Notify us immediately of any unauthorized access
• Take responsibility for all activity under your account

You may invite Authorized Users (team members) to your account. You are responsible for their compliance with these Terms.

5. SUBSCRIPTION, BILLING, AND RENEWAL

5.1 Term.

Subscriptions run for either 6 months or 12 months, chosen at signup. Subscription fees are billed at the start of the term.

5.2 Trial.

A one-month trial may be offered at our discretion. Trials are separate from paid terms and do not extend the refund window in Section 5.4.

5.3 Auto-renewal.

Subscriptions automatically renew for successive terms of the same length unless cancelled per Section 5.5.

5.4 Refund window.

You may request a full refund within 30 days of the start of a paid term. After 30 days, no refunds are provided. Renewal terms have no separate refund window unless we expressly offer one.

5.5 Cancellation.

You may cancel by providing written notice at least 30 days before the end of the current term. Cancellation takes effect at the end of the current term. The current term completes; you retain access until the term ends.

Notice of cancellation must be sent to services@tier1ai.io from an email address on file with the account.

5.6 Billing lifecycle for unpaid invoices.

• Invoice unpaid at day 15: account is placed in read-only mode. You can log in and access data. Outbound campaigns, briefings, scheduled sends, and background jobs are halted.
• Days 15 through 90: automated payment reminders continue.
• Payment received before day 90: account fully resumes with no data loss.
• Payment not received by day 90: account closes and the data retention timeline in our Privacy Policy Section 11 begins.

5.7 Price changes.

We may adjust subscription pricing for renewal terms with at least 30 days' notice before the renewal date.

6. ACCEPTABLE USE

You agree not to use the Service to:

• Violate any applicable law or regulation
• Send spam, harassment, or fraudulent communications
• Upload or transmit illegal content or content that infringes third-party intellectual property or other rights
• Distribute malware, phishing content, or exploit code
• Interfere with, disrupt, hack, reverse-engineer, or abuse the Service, its infrastructure, or other users
• Send communications for pump-and-dump schemes, market manipulation, or misleading investor communications
• Provide materially false information during onboarding or in your account
• Use the Service in violation of Regulation FD, Rule 10b-5, Section 5 of the Securities Act, or any other applicable securities law

See Section 12 for compliance responsibilities specific to public-company communications.

7. YOUR CONTENT AND OUR SERVICE

7.1 Your content.

You retain ownership of the content you upload, create, or generate through the Service (investor lists, CRM notes, uploaded documents, drafts, campaign copy, tasks). You grant Tier1/AI a limited, non-exclusive license to host, process, transmit, and display your content solely to provide and improve the Service.

7.2 Our platform.

The Service, including its design, code, algorithms, models, documentation, brand elements, and all related intellectual property, is owned by INS Digital Intelligence LLC and protected by intellectual property laws. You may not copy, modify, distribute, reverse-engineer, or create derivative works without our prior written permission.

7.3 Aggregated de-identified use.

As described in our Privacy Policy Section 8, we may use aggregated, de-identified data derived from platform activity to improve the Service and develop platform intelligence. We do not use Gmail content, Microsoft content, personally identifiable investor information, or uploaded client documents for this purpose.

8. AI-GENERATED CONTENT

The Service uses artificial intelligence to draft, generate, and analyze content. AI-generated content is a starting point. You are solely responsible for reviewing, verifying, and approving all AI-generated content before it is sent, published, or acted upon.

See our AI Disclosure at https://www.tier1ai.io/ai for details on how the Service uses AI, what is auto-executed under approved strategies, and what requires per-instance human approval.

9. SOURCE DATA DISCLAIMER

The Service aggregates public information from third-party sources (including but not limited to Finnhub, Yahoo Finance, SEC EDGAR filings, news feeds, RSS sources, social platforms, and other public data providers). Tier1/AI does not verify, endorse, or guarantee the accuracy of source data.

Content generated by the Service is a derivative work based on source data at the time of processing. You are solely responsible for reviewing, verifying, and approving all content before it is sent or published. Any inaccuracies in output attributable to source data are the responsibility of the source and you, not Tier1/AI.

10. DISCLAIMERS

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIER1/AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

WE DO NOT WARRANT THAT: (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR ERROR-FREE; (c) DEFECTS WILL BE CORRECTED; (d) CONTENT WILL BE ACCURATE OR RELIABLE.

WE DO NOT PROVIDE LEGAL, FINANCIAL, INVESTMENT, TAX, OR COMPLIANCE ADVICE. NOTHING GENERATED BY THE SERVICE CONSTITUTES AN OFFER TO BUY OR SELL SECURITIES.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

11.1 Cap.

TIER1/AI'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE FEES YOU PAID FOR THE CURRENT SUBSCRIPTION TERM IN WHICH THE CLAIM AROSE.

11.2 No consequential damages.

IN NO EVENT SHALL TIER1/AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, STOCK PRICE MOVEMENTS, REPUTATIONAL DAMAGE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Carveouts.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence.

12. SECURITIES-LAW COMPLIANCE (CLIENT RESPONSIBILITY)

You acknowledge that you are a public company or an officer or authorized representative thereof, and that you are solely responsible for ensuring that all communications sent, drafted, published, or facilitated through the Service comply with applicable securities laws, including but not limited to Regulation FD, Rule 10b-5, and Section 5 of the Securities Act.

Tier1/AI does not provide legal or compliance advice. Nothing generated by the Service constitutes an offer to buy or sell securities.

You are responsible for:

• Reviewing and approving all content before it is sent or published
• Maintaining insider lists
• Complying with disclosure timing requirements
• Ensuring no material non-public information is transmitted via the Service
• Retaining qualified securities counsel for compliance guidance

You agree to indemnify, defend, and hold harmless Tier1/AI from any securities-law claims, penalties, investigations, or losses arising from your use of the Service.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Tier1/AI, its officers, members, employees, agents, and affiliates from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your content
• Your violation of these Terms
• Your violation of applicable law, including securities law
• Your infringement of any third-party right

We will notify you of any claim we intend to defend under this section and allow you to participate in the defense at your expense.

14. DISPUTE RESOLUTION AND ARBITRATION

14.1 Informal resolution.

Before filing any claim, you agree to try to resolve the dispute informally by contacting legal@tier1ai.io. We will attempt to resolve the dispute within 60 days.

14.2 Binding arbitration.

If informal resolution fails, any dispute arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in New York, New York, or by videoconference if both parties agree.

14.3 Class-action waiver.

YOU AND TIER1/AI EACH AGREE TO BRING CLAIMS ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

14.4 Small claims carveout.

Either party may bring an individual action in small-claims court for disputes within the jurisdiction of that court in lieu of arbitration.

14.5 Injunctive relief.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

14.6 Governing law.

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

15. TERMINATION

15.1 Termination by you.

You may cancel your subscription per Section 5.5.

15.2 Termination by us for cause.

We may suspend or terminate your account immediately, without refund, if we determine in good faith that:

(a) You have violated SEC regulations or other securities laws using the Service;

(b) You have sent spam, harassment, or fraudulent communications;

(c) You have uploaded illegal content or infringed third-party intellectual property;

(d) You have attempted to hack, reverse-engineer, or abuse the platform;

(e) Your account has been unpaid for 90 days (per Section 5.6);

(f) You made materially false statements during onboarding;

(g) You have used the platform for pump-and-dump schemes, market manipulation, or misleading investor communications.

15.3 Data export window on termination for cause.

Upon termination for cause under Section 15.2(a)–(d), (f), or (g), we will provide 14 days from the date of termination for you to export your data. After the 14-day window, your account and data will be permanently deleted, subject to backup rotation described in our Privacy Policy Section 11.

Nonpayment closure under Section 15.2(e) follows the billing lifecycle in Section 5.6 and the 90-day retention window in our Privacy Policy.

15.4 Survival.

Sections 7.2, 8, 9, 10, 11, 12, 13, 14, and 17 survive termination.

16. DMCA AND INTELLECTUAL PROPERTY NOTICES

16.1 Designated agent.

Copyright infringement notices under the Digital Millennium Copyright Act should be sent to:

legal@tier1ai.io
INS Digital Intelligence LLC
170 Ontario St
Honeoye Falls, NY 14472

16.2 Notice requirements.

A valid DMCA notice must include:

• Identification of the copyrighted work claimed to be infringed
• Identification of the material claimed to be infringing
• Your contact information
• A statement that you have a good-faith belief that use of the material is not authorized
• A statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the copyright owner
• Your physical or electronic signature

16.3 Response.

On receipt of a valid notice, we will remove or disable access to the identified material within 10 business days.

16.4 Counter-notice.

The affected user may file a counter-notice. If we receive a valid counter-notice and the original claimant does not file a lawsuit within 14 days, we will restore the material.

16.5 Repeat infringers.

We will terminate the accounts of users who are repeat infringers.

17. GENERAL PROVISIONS

17.1 Entire agreement.

These Terms, together with the Privacy Policy, AI Disclosure, and any service-specific agreements, constitute the entire agreement between you and Tier1/AI.

17.2 Changes to Terms.

We may update these Terms from time to time. Material changes will be notified by email or in-platform notice. Continued use after changes take effect constitutes acceptance.

17.3 Assignment.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.4 Severability.

If any provision of these Terms is unenforceable, the remaining provisions remain in effect.

17.5 No waiver.

Failure to enforce any right or provision does not constitute a waiver.

17.6 Notices to Tier1/AI.

Legal notices should be sent to legal@tier1ai.io with a copy to:

INS Digital Intelligence LLC
170 Ontario St
Honeoye Falls, NY 14472

17.7 Notices to you.

We may send notices to the email address on file with your account.

17.8 Independent contractors.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

18. CONTACT

Legal notices and DMCA: legal@tier1ai.io
Privacy inquiries: privacy@tier1ai.io
Support: support@tier1ai.io
General and business: services@tier1ai.io

Mailing address:
INS Digital Intelligence LLC
170 Ontario St
Honeoye Falls, NY 14472
United States