PHELLO, LLC, TERMS OF SERVICE

1. INTRODUCTION AND ACCEPTANCE

Welcome to Phello®. Phello, LLC (“Phello,” “we,” “us,” or “our”) gives senior executives the tools to build a personal brand and communicate effectively with their professional network. We help you establish a personal webpage, develop a compelling message, and manage your professional relationships through our platform (collectively, the “Services”). These Terms of Service (“Terms”), together with our Privacy Policy and the description of the plan you select (the “Plan Page”), form the legally binding agreement between you and Phello (the “Agreement”). Our copyright and DMCA policy is set out in Section 7.6 of these Terms.

1.1 Acceptance. You accept these Terms by clicking to accept them when you create an account, or by using the Services. If you do not agree, do not use the Services.

1.2 Who may use the Services. You must be at least 18 years old. The Services are offered to individuals for their own personal and professional development. They are not offered to, and may not be used by, organizations purchasing on behalf of others.

1.3 Where the Services are offered. The Services are intended for members in the United States. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local law. Section 20.3 sets out additional terms for members outside the United States.

1.4 Visitors. If you browse our website without subscribing, or view any member’s Phello personal website, Sections 1, 7 (as to our intellectual property), 8, 14, 15, 16, 17, 18, 19, 21, 22 (as to conduct toward members), 23 and 25.9 apply to you.

2. SUBSCRIPTION PLANS

2.1 Plans. We offer subscription plans described on our Plan Page at hellophello.com/pricing, which is incorporated into these Terms by reference. The Plan Page sets out the current price, features and limits of each plan.

2.2 Feature inheritance. Each higher-tier plan includes all features of the plans below it, plus the additional features listed for that tier.

2.3 Changes to plans. We may change plan pricing and features prospectively in accordance with Section 17.

3. FEES, BILLING, FREE TRIAL AND AUTO-RENEWAL

3.1 Fees. You agree to pay the fees and applicable taxes for your plan as shown on the Plan Page at the time you subscribe (the “Service Fee”).

3.2 Auto-renewal, please read. Your subscription automatically renews each month until you cancel. We will charge your payment method the Service Fee monthly, in advance, on your renewal date. You authorize us to charge your payment method for each renewal until you cancel.

3.3 Free trial and conversion to paid. If you subscribe to our 60-day free trial:

• (a)You may use the free trial once.
• (b)Unless you cancel before the trial ends, your trial will automatically convert to a paid subscription at the plan price you selected, and your payment method will be charged.
• (c)We will email you a reminder between 3 and 21 days before your trial ends. The reminder will state the date your trial ends, the amount and frequency of the charge, and how to cancel.
• (d)You may cancel at any time during the trial, online, without charge.

3.4 How to cancel. You may cancel at any time, online, from your account settings, the same way you signed up, in no more steps than it took to subscribe. We will not require you to call, email, or speak to anyone to cancel. We will send you written confirmation of cancellation.

3.5 Price changes. We may change the Service Fee prospectively. We will give you at least 30 days’ advance notice by email before a price change takes effect. The new price applies to renewals occurring after the notice period. If you do not agree, you may cancel before the change takes effect, and the change will not apply to you.

3.6 Payment method updates and expiring cards. To avoid interruption, we use the card account-updater service provided by our payment processor to obtain updated card numbers and expiry dates from your card issuer automatically, and we may charge the updated card. This does not always succeed, so you are responsible for keeping a valid payment method on file. You may add, remove, or change your payment method at any time in your account settings. If a charge fails, we will let you know as described in Section 3.8.

3.7 Refunds. Except as required by applicable law, Service Fees are non-refundable and we do not refund partial months or unused Services. Nothing in this Section limits any refund or cancellation right you have under applicable consumer protection law, including the laws referred to in Section 18.1.

3.8 Failed payments, retries and reminders. If a scheduled charge fails:

• (a)You will be notified. Our payment processor emails you when a scheduled charge is declined, and we may also notify you within the Services, explaining that payment failed and how to update your payment method in your account settings.
• (b)We will retry your card. We may reattempt the charge one or more times over a grace period of up to 14 days from the first failed charge, subject to paragraph (d). During this time our payment processor may also automatically update an expired or reissued card so a retry can succeed.
• (c)Reminders. You receive a notice each time a charge is declined, and we may send additional reminders directing you to update your payment method before your access is suspended. We communicate with you about payment only by email to your account address and by notices within the Services; we will not telephone you about a failed payment unless you ask us to.
• (d)Some cards we cannot retry. Consistent with payment-card network rules, we will not reattempt a card that returns a “do not retry,” closed-account, or similar permanent-decline response. In that case we will ask you to provide a new payment method rather than retrying the old one.
• (e)Keeping your card current. As described in Section 3.6, we may use account- updater services to obtain updated card details and reduce failed charges. You are responsible for keeping a valid payment method on file. Your subscription and access remain active during the grace period while we attempt to collect payment.

3.9 Suspension and cancellation for non-payment. If your Service Fee is still unpaid at the end of the grace period:

• (a)Suspension. We may suspend your access to the Services until payment succeeds. We will notify you before or at the time of suspension.
• (b)Cancellation. If payment remains unpaid after suspension, we may cancel your subscription for non-payment. We will send a final notice before we do.
• (c)How your data is treated. Cancellation for non-payment is treated the same as a cancellation by you under Section 13.2, not as a termination for cause. Your personal website and profile are archived for up to 24 months so that you can return easily, and your contacts and campaign data are deleted, exactly as described in Section 13. Non-payment alone is never treated as misconduct.
• (d)Coming back. You can restore your subscription at any time while your content is archived by adding a valid payment method and paying any amount then due. After the archive period ends, your archived content is deleted under Section 13.
• (e)When we stop contacting you. After we cancel for non-payment, we will stop sending you payment reminders. We may still send you occasional messages about returning, unless you opt out, and we may contact you as needed for legal, tax, or account-closure purposes.

3.10 Billing disputes and chargebacks. If you believe a charge is wrong, contact us first at support@hellophello.com so we can review it, before disputing the charge with your bank or card issuer. Most issues are resolved quickly this way. Initiating a chargeback or payment dispute for a charge that was validly made under these Terms is a breach of this Agreement, and we may suspend or terminate your account and recover the disputed amount and any related fees. This does not limit any right you have under applicable law or your card network’s rules.

3.11 Currency. All fees are stated and charged in United States dollars (USD). If your payment method is denominated in another currency, your bank or card issuer converts the charge and may add its own currency-conversion or foreign-transaction fee. Those fees are set by your bank, not by Phello, and are your responsibility.

4. CANCELLATION AND TERMINATION

4.1 Your cancellation. You may cancel at any time, for any reason, under Section 3.4. Your subscription ends at the close of your current billing cycle, and you keep access until then. Section 13 governs what happens to your data.

4.2 Our termination for cause. We may suspend or terminate your account immediately, without notice and without refund, if we reasonably determine that you have:

• (a)violated Section 8 (Acceptable Use and Content Standards), Section 9 (Email and Outreach Compliance), Section 22 (Member Community), Section 25 (Personal Websites), Section 26 (Contacts and Your Network), Section 27 (Campaigns and Messaging), or Section 28 (Circles, the Directory, and Community Spaces);
• (b)posted, published or transmitted content, on your Phello personal website, through the Services, or to your network using the Services, that is inappropriate, offensive, deceptive, or otherwise damaging to the Phello community, to other members, or to the Phello brand and reputation;
• (c)treated another member inappropriately, including through harassment, abuse, threats, discrimination, deception, or conduct that a reasonable person would find offensive or intimidating;
• (d)sent communications through the Services that are inappropriate, deceptive, unlawful, or that damage our sending reputation;
• (e)misrepresented your identity, positions, qualifications, affiliations or history;
• (f)taken any action detrimental to the Services, to Phello, or to other members; or
• (g)breached any other material term of this Agreement. We exercise this right in our reasonable discretion. Our determination does not require a finding by any court or third party. If we terminate you under this Section, your Service Fee is forfeited and non-refundable to the fullest extent permitted by law, and Section 13.7 governs your data. Non-payment is not a for-cause termination under this Section: a failed or unpaid charge is handled under Sections 3.8 and 3.9, and your data follows the ordinary cancellation path in Section 13.2, not Section 13.7. 4.2.1 Lesser measures. We may, but need not, take lesser action instead of termination, including removing content, limiting features, suspending sending, or issuing a warning. Choosing a lesser measure once does not waive our right to terminate later for the same or different conduct. 4.2.2 No obligation to reinstate. We are not obliged to reinstate a terminated account, and we may refuse service to any person we have previously terminated.

4.3 Our termination without cause. We may discontinue the Services generally, or terminate your subscription without cause, on 30 days’ notice. If we do, we will refund any prepaid, unused Service Fees on a pro-rata basis.

4.4 Effect of termination. When your subscription ends, your access to the Services and your Phello personal website ends. Section 13 governs your data.

5. ACCOUNT ACCESS AND SECURITY

5.1 Your licence. During your subscription, we grant you a personal, revocable, non- exclusive, non-transferable, non-sublicensable licence to access and use the Services in your plan, for your own personal branding and professional development.

5.2 Your account. Your account is personal to you. You agree to keep your credentials confidential, not to share your account, to notify us promptly of any unauthorised access, and to log out at the end of each session, particularly on shared or public computers.

5.3 Accuracy. You agree that the information you give us is accurate and truthful, that you will keep it current, and that you will not misrepresent your identity, positions, qualifications or affiliations, or impersonate anyone.

6. YOUR CONTENT AND YOUR CONTACTS

6.1 Your Content. “Your Content” means everything you submit to the Services: your personal information, contact records, resumes, biographies, text, photographs, images, video, audio and other materials.

6.2 You own Your Content. As between you and Phello, you own Your Content. Section 7 sets out the limited licence you give us to operate the Services.

6.3 Contacts you upload, your responsibilities. The Services let you upload and manage contacts. Section 26 sets out the full rules for contacts, including the requirement that you only import people you personally know. You represent and warrant that:

• (a)each contact is a person you personally know and with whom you have a genuine personal or professional relationship;
• (b)you have the right to provide their information to us and to use it through the Services;
• (c)you have any consent required under applicable law, including Section 9, to send them the messages you send; and
• (d)you will keep contact records accurate and will honour any request from a contact to be removed.

6.4 Our role. We process contact information on your behalf and on your instructions, to provide the Services to you. We do not sell contact information, and we do not use it to market to your contacts on our own behalf.

6.5 Requests from your contacts. If someone tells us that you have uploaded their information and asks us to remove it, we may notify you, and we may remove it. You can also reach us at support@hellophello.com to resolve such requests. Nothing here limits any right a contact has under applicable privacy law.

7. INTELLECTUAL PROPERTY

7.1 Licence you grant us. You grant Phello a limited, non-exclusive, royalty-free, worldwide licence to host, store, reproduce, modify (for formatting and display), transmit and display Your Content solely as necessary to provide, maintain and improve the Services for you. This licence is sublicensable only to our service providers and subprocessors, and only so they can help us provide the Services; and terminable, it ends when you delete Your Content or your account, subject to Sections 7.2 and 13.

7.2 What survives. Two narrow exceptions survive termination:

• (a)Content you published. If you made content public, on your Phello webpage or by sending it to your contacts, we cannot retrieve it from people who already have it, and search engines may have cached it. Copies may persist, and recipients may re-share it. We do not control that.
• (b)Aggregated and de-identified data. We may retain and use data that has been aggregated or de-identified so that it no longer identifies you or any individual, to operate and improve the Services. We will not attempt to re-identify it.

7.3 Phello Materials. We own the Services and everything in them (the “Phello Materials”), including: our ideas, concepts, methods, processes and models; the website and its contents, features and functionality; software, tools, databases, designs, algorithms, user interface designs, architecture, source and object code; and our general elements of style and design, artwork, templates and forms that are not customised for a particular member, together with all improvements and derivative works. Phello Materials do not include Your Content.

7.4 Restrictions. You will not copy, modify, distribute, publish or create derivative works from the Phello Materials, or reverse engineer, decompile, disassemble or attempt to derive their source code, except as these Terms expressly permit or as applicable law permits notwithstanding this restriction.

7.5 Trademarks. Phello®, the Phello logo and related names, logos, product and service names, designs and slogans are trademarks of Phello or its affiliates. You may not use them without our prior written permission. Other marks belong to their owners.

7.6 Copyright and DMCA. We respect intellectual property rights and expect members to do the same. It is our policy to disable or remove content that infringes copyright and, in appropriate circumstances, to terminate the accounts of repeat infringers. Reporting a copyright claim. If you believe content on the Services infringes a copyright you own or control, send a written notice to our Copyright Agent (below) that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work you claim has been infringed; (c) identification of the material you claim is infringing, with enough detail for us to locate it on the Services; (d) your name, address, telephone number and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf. This follows 17 U.S.C. Section 512(c)(3). If your notice does not include all of this, it may not be effective. Our Copyright Agent. Copyright Agent, Phello, LLC, 650 Claybourne Road, Rochester, New York 14618. Email: copyright@hellophello.com. Phone: 585-317-4811. Counter-notification. If you believe content of yours was removed or disabled by mistake or misidentification, you may send our Copyright Agent a written counter-notice that includes: (a) your physical or electronic signature; (b) identification of the material and the location where it appeared before it was removed or disabled; (c) your name, address, telephone number and email address; (d) a statement, made under penalty of perjury, that you have a good-faith belief the material was removed or disabled as a result of mistake or misidentification; and (e) a statement that you consent to the jurisdiction of the federal district court for the district where your address is located (or, if your address is outside the United States, any district in which we may be found) and that you will accept service of process from the person who filed the original notice or that person’s agent. This follows 17 U.S.C. Section 512(g). If we receive a valid counter-notice, we may restore the removed content in 10 to 14 business days unless the person who filed the original notice files a court action seeking to restrain the activity. Misrepresentations. Under 17 U.S.C. Section 512(f), anyone who knowingly materially misrepresents that material is infringing, or that it was removed or disabled by mistake or misidentification, may be liable for damages, including costs and attorneys’ fees.

7.7 Feedback. If you give us ideas, suggestions, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without obligation or compensation to you. Feedback is given voluntarily and is not your confidential information.

8. ACCEPTABLE USE AND CONTENT STANDARDS

8.1 General. You may use the Services only for lawful purposes and in accordance with these Terms. Your Content must comply with all applicable federal, state, provincial, local and international law.

8.2 Prohibited content. Your Content must not: • be defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; • promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any other protected characteristic; • infringe any patent, trademark, trade secret, copyright or other intellectual property right; • violate the legal rights of others, including rights of publicity and privacy, or give rise to civil or criminal liability; • be likely to deceive any person; • promote, advocate or assist any illegal activity; • impersonate any person or misrepresent your identity or affiliation; or • give the impression that it comes from or is endorsed by Phello or anyone else, if that is not true.

8.3 Prohibited conduct. You will not: • use the Services in any way that violates applicable law or regulation, including export control laws; • exploit or harm minors in any way; • send junk mail, chain letters, spam or similar solicitations; • impersonate Phello, a Phello employee, another member, or any other person or entity; • disable, overburden, damage or impair the Services, or interfere with anyone else’s use of them; • use any robot, spider, scraper or other automated means to access the Services; • use any manual process to monitor or copy material from the Services without our written consent; • introduce viruses, trojan horses, worms, logic bombs or other malicious code; • attempt to gain unauthorised access to, interfere with, damage or disrupt any part of the Services or their infrastructure; • conduct any denial-of-service or distributed denial-of-service attack; or • otherwise interfere with the proper working of the Services.

8.4 Our right to remove content. We may remove or refuse to post any of Your Content, or take other action, if we reasonably believe it violates this Agreement, infringes anyone’s rights, or could create liability for us. Where practicable and lawful, we will tell you. We are not obliged to monitor Your Content.

9. EMAIL AND OUTREACH COMPLIANCE

9.1 What the Services are for. The Services are for promoting you professionally, not for advertising or selling your company’s products or services. There are plenty of platforms for that; we focus on you.

9.2 Your messages. Every message you send through the Services will: identify you as the sender; have a subject line that is not deceptive or misleading; relate to your career, networking or professional development; include a functioning unsubscribe mechanism and our required sender identification; and go only to contacts who meet Section 6.3 and Section 9.3. You will not use the Services to send any message whose primary purpose is the commercial advertisement or promotion of a product or service. You are solely responsible for the accuracy, quality, legality and integrity of your communications.

9.3 Consent, United States and Canada.

• (a)United States. Your messages must comply with the CAN-SPAM Act and applicable state law.
• (b)Canada, CASL. If you send a message to a recipient in Canada, Canada’s Anti-Spam Legislation applies. You represent and warrant that, for each Canadian recipient, you have either express consent to send commercial electronic messages, or implied consent under a category CASL recognises (such as an existing business relationship arising from a previous commercial transaction, an existing non-business relationship, or a business email address the recipient has published without a statement refusing such messages) and that the implied consent has not expired. You will keep records evidencing consent.

9.4 What we do. The Services automatically include an unsubscribe mechanism and sender identification in each message. Unsubscribe requests are processed immediately, and we prevent further sending to an unsubscribed contact.

9.5 Limits. We may set limits on the number and size of messages you send, and will notify you of changes to those limits.

9.6 Suspension. We may suspend your sending ability immediately if we reasonably believe your messages violate this Section or applicable law, or if they threaten our sending reputation. Section 27 sets out the full campaigning rules, quality standards, and additional grounds for suspension and termination.

10. AI FEATURES

10.1 What we offer. Phello includes AI-assisted features that help you build and improve your Phello materials (the “AI Features”). For example, AI may help you turn a resume or LinkedIn profile into your personal website, draft and refine your website, resume and LinkedIn content, organize, tag and compare your contacts, and draft templates, letters and campaign messages. You direct these features, and you review and decide what to use. We may add or change AI Features over time.

10.2 AI output is a starting point, not a finished product. AI Features generate suggestions. Those suggestions may be inaccurate, incomplete, outdated, biased, or inappropriate for your situation. You are responsible for reviewing, editing and approving everything before you use or send it. You should not send AI-generated content to your contacts without reading it first.

10.3 No professional advice. AI Features do not provide legal, financial, tax, employment or other professional advice, and using them does not create a professional relationship. Section 24 applies to all output of the AI Features. We do not guarantee that you will obtain any position, opportunity, interview or outcome by using the Services or the AI Features.

10.4 Human involvement. We do not use AI Features to make decisions about you that produce legal or similarly significant effects. AI Features generate suggestions only; all decisions about what to send, to whom, and when are made by you.

10.5 Your content, learning and AI training. We do not sell Your Content or your contacts. We do not train any public or shared AI model on your identifiable personal information or your contacts, and we never let one member’s data reach another member. Our AI service providers do not use Your Content to train their models. We use Your Content to generate output for you and to provide, secure and improve the Services. We also learn from aggregated and de-identified information about how the Services are used, including what content and approaches work well, to improve Phello and the AI Features. Aggregated and de-identified information does not identify you or any individual, and we do not attempt to re-identify it.

10.6 Third-party AI providers. To provide the AI Features, we use third-party artificial intelligence service providers. When you use an AI Feature, the content needed to generate your output is transmitted to those providers, processed to produce your output, and returned to you. We select providers under written contracts that require them to protect your information, to process it only on our instructions, and not to use it to train their models. We do not publish the identity of our AI providers. If you would like to know the categories of service providers who process your information, and your rights regarding them, see our Privacy Policy.

10.7 Ownership of AI output. As between you and Phello, output generated for you through the AI Features is Your Content. The copyright status of AI-generated material is unsettled in the United States and Canada, and we make no representation that you can obtain copyright protection in it. AI Features may generate similar output for different members; we do not warrant that output is unique.

10.8 Your responsibility for AI output. You are responsible for content you send, whether or not AI helped you write it. Sections 8, 9 and 24 apply to AI-assisted content exactly as they apply to anything else.

10.9 Availability. AI Features may change, and we may add, modify or discontinue them under Section 17.

11. COMMUNICATIONS WITH YOU

11.1 Service communications. We may contact you to provide the Services, to tell you about changes to the Services or these Terms, to notify you of violations, and about other matters relating to your account. These are not marketing messages and you cannot opt out of them while you have an account.

11.2 Marketing. We will only send you marketing communications where we have the consent required by applicable law, including CASL if you are in Canada. You can opt out at any time via the unsubscribe link or your account settings.

11.3 Calls and texts. If you give us your phone number, you agree that we may call and text you about your membership and the Services, on any plan. This includes billing and account matters, review and coaching sessions, and events you sign up for, such as training sessions and Circle gatherings. Message and data rates may apply and message frequency varies. Reply STOP to opt out of texts at any time, and HELP for help. We will not send you marketing calls or texts unless you give separate, specific consent, which you may revoke at any time.

11.4 Monitoring. We may, but are not obliged to, monitor or record chat, text and calls with us for quality control, training and our protection. By using those channels, you consent to that monitoring and recording. Where required by applicable state law, we will notify you at the start of a recorded call.

11.5 Notices. We may give you notice by email to the address on your account, by post, or by posting in the Services. For material changes under Section 17, we will use email. You agree to keep your contact details current. You may contact us at support@hellophello.com or 650 Claybourne Road, Rochester, NY 14618.

12. SECURITY AND DATA PROTECTION

12.1 Our commitments. We maintain commercially reasonable administrative, technical and physical safeguards designed to protect Your Content, appropriate to the nature of the data and the risk. These include encrypting your data in transit (HTTPS/TLS, with HSTS) and at rest at the infrastructure level, and limiting access to Your Content to a small number of authorized personnel. No safeguard is perfect. We do not warrant that the Services are immune from unauthorised access, and you use them on that understanding.

12.2 Incident notification. If we become aware of a security breach affecting your personal information, we will notify you without undue delay and consistent with applicable law, and will describe what happened and what we are doing about it, to the extent we know.

12.3 Your responsibilities. Security is shared. Keep your credentials confidential, use a strong unique password, and tell us promptly if you suspect unauthorised access.

12.4 Backups. We maintain backups of the Services as part of our normal operations. Backups are for our disaster recovery and are not a substitute for your own records. We encourage you to keep your own copy of important content, Section 13 explains how to export it.

12.5 Privacy. Our Privacy Policy explains what we collect and how we use it. It is part of this Agreement.

12.6 We do not sell your information. We do not sell your personal information or your contacts’ information. We do not use member or contact data for advertising, and we do not run advertising or tracking technologies on the signed-in Services or on member personal websites. We do not rent, trade or provide your contact list to other members, to advertisers, or to data brokers.

12.7 What other members can see. Other members can see only what you choose to make visible: your Phello personal website (subject to your privacy settings), your member profile if you have one, and anything you send them. Your contacts, your uploaded data, your account information and your private content are never visible to other members.

12.8 Payment information. Payments are processed by Braintree, a PCI-compliant payment processor. Your card details are tokenized in your browser and handled by the processor. Phello does not store your card number, and no Phello employee can view it. When card details are needed to manage your subscription, they are retrieved from the processor rather than kept by us. Access to our billing tools is limited to authorized personnel.

12.9 Your website. Your Phello personal website is hosted on our infrastructure and served over an encrypted connection (HTTPS/TLS).

13. YOUR DATA WHEN YOU CANCEL, EXPORT, ARCHIVING AND DELETION

13.1 Export any time. While your subscription is active, you can export Your Content, including your contacts, at any time, in a standard format, from your account settings. There is no charge and no limit on how often. We encourage you to keep your own current copy.

13.2 What happens when you cancel. When you cancel, your subscription runs to the end of your current billing cycle (Section 4.1), and you keep full access until then, including export. After your access ends, we handle your data in two different ways, depending on what it is:

• (a)We archive your own content. Your personal website, your profile, your biography and résumé, and the materials you created about yourself are taken offline immediately, your website is unpublished and removed from search engines, and then kept in a private, inactive archive for up to 24 months. During that period, if you rejoin Phello, we can restore this content so you do not have to rebuild it. Your archived content is not public, is not visible to anyone, and is not used for any purpose while it is archived. After 24 months, it is permanently deleted.
• (b)We delete your contacts and outreach data. Your contacts, all contact details, contact notes, tags and relationship data, and your campaign and outreach history are permanently deleted on the schedule in Section 13.4. We do not archive this data. It is not retained for your possible return, and it cannot be restored. If you rejoin, you will need to import your contacts again.

13.3 Please read this before you cancel. • Export your contacts first if you want them. Your contacts and campaign data are deleted, not archived, and cannot be recovered, by you or by us, after cancellation. Download them before your billing cycle ends. • Your website comes back; your network does not. If you rejoin within 24 months, we can restore your website and profile. You will still need to re-import your contacts.

13.4 Deletion schedule. We delete data marked for deletion within 30 days of your account closing. Residual copies may remain in our encrypted database backups for up to 12 months before being overwritten in the ordinary course, after which they are unrecoverable. Archived content (Section 13.2(a)) is deleted within 30 days after the 24- month archive period ends.

13.5 You can ask us to delete everything. If you would prefer that we delete all of your data on cancellation, including the content we would otherwise archive, you may tell us, and we will delete it (except for the limited records in Section 13.6). You can make this request at cancellation or at any time afterward at support@hellophello.com. We will not charge you and will not treat you differently for asking.

13.6 The limited records we must keep. Separately from the above, we are legally required to retain a small set of records after you leave. These are not your content, are not archived for your return, and are not used to provide services to anyone. They are:

• (a)records of your consent to auto-renewal and your subscription terms, retained 3 years, or 1 year after termination, whichever is longer;
• (b)billing, transaction and tax records, required by tax and accounting law;
• (c)records we must keep to comply with a legal obligation or court order, or to establish, exercise or defend a legal claim, including anything under legal hold; and
• (d)security and abuse records needed to protect the Services and other members, including records of accounts terminated under Section 4.2. We keep each only as long as the law requires or the purpose needs, then delete it.

13.7 Accounts we terminate for cause. If we terminate your account for cause under Section 4.2, your access ends immediately. You will not be able to log in or export, we will not archive your content, and we will not restore your account or your content if you attempt to return. Your contacts, campaign data and your own content are deleted under this Section, except that we may retain the records described in Section 13.6, including security and abuse records, as long as needed to protect the Services and other members and to establish or defend legal claims. The privacy rights described in Section 13.8, which apply by law, are not affected.

13.8 Your privacy rights are unaffected. Sections 13.1–13.7 describe our standard practice. Separately, you may have legal rights to access, correct, delete or port your personal information. Those rights exist independently of this Section, apply even if your account was terminated for cause, we will not charge you for exercising them, and we will not treat you differently for doing so. See our Privacy Policy.

14. DISCLAIMERS

14.1 Disclaimer of warranties. You understand that we cannot and do not guarantee, represent, or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT YOU WILL REALIZE ANY RESULTS BY VIRTUE OF THE USE OF THE PROVIDED SERVICES, ADVICE, MATERIALS, AND/OR AI FEATURES. NOTWITHSTANDING ANYTHING IN THE AGREEMENT BETWEEN THE PARTIES TO THE CONTRARY, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY OR ARISING AS A RESULT OF (I) RELIANCE BY YOU UPON THE ADVICE, MATERIALS AND INFORMATION PROVIDED THROUGH THE SERVICES AVAILABLE THROUGH THE PLAN YOU SELECT OR (II) ANY OF YOUR CONTENT YOU UPLOAD, POST OR TRANSMIT VIA ANY OF THE WEBSITE, EMAIL SERVERS OR OTHER FEATURES OF THE SERVICES OR THE WEBSITE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THIS DISCLAIMER IS INTEGRAL TO ESTABLISHING PRICING AND CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14.2 Reliance on information posted. The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor or member, or by anyone who may be informed of any of its contents. This Website includes content provided by third parties, including materials provided by other members. All statements and opinions expressed in these materials, and other content, other than the content provided by Phello, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Phello. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

15. LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT YOU ACTUALLY PAID TO US WITHIN THE SIX MONTHS PRIOR TO THE EVENT FROM WHICH THE CLAIM AROSE. THIS LIMITATION IS INTEGRAL TO ESTABLISHING PRICING AND CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Phello, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the Agreement or your use of the Website or Services, including, but not limited to, Your Content, any use of the Website’s content, email system, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Website; this indemnification includes, but is not limited to, any claim against Phello for the infringement of intellectual property owned by a third party.

17. CHANGES TO THESE TERMS AND TO THE SERVICES

17.1 Changes to these Terms. We may update these Terms. Changes apply prospectively only, they will not apply retroactively to disputes that arose before the change takes effect.

17.2 Notice of material changes. For any material change, we will give you at least 30 days’ advance notice by email to the address on your account, and will post the updated Terms with a new “Last Modified” date. Material changes include changes to fees, to the dispute resolution provisions in Section 19, to how we use Your Content, or to your rights under Sections 6, 7, 12 or 13.

17.3 Your choice. If you don’t agree to a change, you may cancel before it takes effect and the change will not apply to you. If you continue to use the Services after the change takes effect, having received notice, you accept it. We will not ask you to monitor this page for changes.

17.4 Non-material changes. Clarifications, corrections and changes required by law may take effect on posting.

17.5 Changes to the Services. We may change the Services to maintain or improve quality, competitiveness, cost efficiency or performance, or to comply with law. We will not materially degrade the core features of your plan during a paid billing cycle without giving you notice and the option to cancel for a pro-rata refund.

17.6 Dispute-resolution carve-out. Changes to Section 19 will not apply to any dispute of which we had notice before the change took effect.

17.7 Beta and early-access features. We may offer features labelled beta, preview, early access, or experimental. These are provided “as is,” may change or be withdrawn at any time, may be less reliable than other features, and are excluded from any commitment about the Services. Sections 14 and 15 apply to them in full.

18. GOVERNING LAW

18.1 Governing law. All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non- contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Phello, LLC is a New York LLC based in Rochester, Monroe County. Nothing in this Agreement takes away any mandatory consumer-protection right that the law where you live gives you and that cannot be waived by contract.

19. DISPUTE RESOLUTION

19.1 Courts and venue. Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of Rochester and County of Monroe. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

19.2 Survival. This Section survives termination of your subscription and this Agreement.

20. REGIONAL TERMS

20.1 United States, state privacy rights. If you are a resident of California or another state with a comprehensive privacy law, you may have rights to know, access, correct, delete, and port your personal information, to opt out of sale/sharing and certain automated processing, and not to be discriminated against for exercising them. See our Privacy Policy.

20.2 California, notice. Under California Civil Code Section 1789.3, California users may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or (800) 952-5210.

20.3 Members outside the United States. Phello is a United States based service, intended for members in the United States. We do not target or market the Services to other countries. If you access or use the Services from outside the United States, including from Canada or elsewhere: (a) you do so on your own initiative and at your own risk, and you are responsible for complying with the laws where you are; (b) your information will be transferred to, stored, and processed in the United States, and you consent to that; (c) we make no representation that the Services are appropriate or available in your location, and we do not undertake to comply with the laws of any country other than the United States; and (d) we may decline, limit, or end the Services for any person or location outside the United States. You represent that you are not located in a country subject to a U.S. embargo and are not on any U.S. government restricted-party or sanctions list.

21. GENERAL

21.1 Entire agreement. These Terms, the Privacy Policy and the Plan Page are the entire agreement between you and Phello about the Services, and supersede all prior understandings, agreements, representations and warranties, written and oral.

21.2 Survival. Sections 6.5, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 8.4, 13, 14, 15, 16, 18, 19, 20, 21, 22.7, 22.8, 23, 24, 25.2, 25.9, 26.2, 26.5, 26.6 and 26.8 survive termination.

21.3 Waiver and severability. Our failure to enforce any provision is not a waiver of it. If any provision is held invalid, illegal or unenforceable, it will be limited or eliminated to the minimum extent necessary and the rest of these Terms remain in effect.

21.4 Assignment. You may not assign or transfer this Agreement. We may assign it, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets, on notice to you.

21.5 Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, epidemics, internet or utility failures, or failures of third-party providers. This does not excuse your obligation to pay fees for Services actually provided.

21.6 No third-party beneficiaries. This Agreement does not create rights in anyone other than you and Phello, except that the parties indemnified under Section 16 may enforce it.

21.7 Relationship. Nothing here creates a partnership, joint venture, employment or agency relationship.

21.8 Accessibility. We aim to make the Services accessible and are working toward conformance with WCAG 2.1 Level AA. If you have difficulty accessing any part of the Services, contact us at support@hellophello.com and we will work with you.

21.9 Notices and contact. See Section 11.5. Copyright infringement notices go to our Copyright Agent as set out in Section 7.6. All other questions: support@hellophello.com.

21.10 Language. These Terms are drafted in English. Any translation is for convenience only, and the English version governs, except where applicable law requires otherwise.

21.11 Section 230. Phello is an interactive computer service under 47 U.S.C. § 230. We are not the publisher or speaker of content provided by members or other third parties, and we do not assume any duty or liability that Section 230 does not impose. Nothing in these Terms, including our right to remove content under Section 8.4 or to terminate accounts under Section 4.2, waives, limits or diminishes any protection available to us under Section 230 or any other law.

21.12 Your right to review Phello. Nothing in these Terms restricts, penalizes, or prohibits you from posting an honest review, rating, or good-faith opinion about Phello or the Services, and we will not terminate your account, forfeit your fees, or otherwise penalize you for doing so. Where these Terms refer to content that is “damaging to the Phello brand or reputation” (including in Sections 4.2, 25, 27 and 28), that means unlawful content such as defamation, or conduct directed at other members, and does not mean your truthful criticism or honest opinion of Phello. This Section controls over any conflicting provision.

21.13 Electronic communications, records, and signatures. You consent to transact with us electronically. You agree that: (a) clicking to accept these Terms, or using the Services, is your electronic signature and creates a binding agreement; (b) we may provide these Terms, the Privacy Policy, disclosures required by law (including auto-renewal and cancellation disclosures), notices, and other records to you electronically, by email to the address on your account or by posting in the Services; and (c) electronic records satisfy any legal requirement that such communications be in writing. You may withdraw this consent by closing your account, but doing so ends your use of the Services. You are responsible for keeping a valid email address on file and for retaining copies of records we send you.

21.14 Death or incapacity. If you die or become incapacitated, your account and this Agreement are personal to you and do not transfer. Your legal representative may contact us at support@hellophello.com with appropriate documentation, and we may, in our reasonable discretion and consistent with law and our Privacy Policy, provide an export of your own content or close the account. Data is otherwise handled under Section 13.

21.15 Headings. Section headings and the table of contents are for convenience only and do not affect interpretation.

22. MEMBER COMMUNITY

22.1 What the community is. The Services may let you view other members’ profiles, contact other members, receive introductions from us, and attend events. Members may share advice, experience and opportunities with each other.

22.2 We do not screen members. PHELLO DOES NOT CONDUCT BACKGROUND CHECKS ON MEMBERS. WE DO NOT VERIFY ANY MEMBER’S IDENTITY, EMPLOYMENT HISTORY, TITLE, CREDENTIALS, QUALIFICATIONS, EDUCATION, OR ANY STATEMENT ANY MEMBER MAKES ABOUT THEMSELVES. Membership is available to anyone who pays the Service Fee and accepts these Terms. Membership is not a credential, an endorsement, or a vouching by Phello for any member. You are solely responsible for deciding whom to interact with and how much to rely on anything a member tells you.

22.3 Member content and advice is not ours. Anything a member says, writes, posts or advises, on their Phello website, in messages, in community discussions, or in person, is that member’s own content and opinion, not Phello’s, and is not reviewed, endorsed, verified or adopted by us. Advice from another member is not professional advice and is not Phello’s advice. We are not responsible or liable for it, or for anything you do in reliance on it.

22.4 Your dealings with other members are between you and them. PHELLO IS NOT A PARTY TO, AND HAS NO RESPONSIBILITY OR LIABILITY FOR, ANY INTERACTION, COMMUNICATION, RELATIONSHIP, INTRODUCTION, MEETING, DISPUTE, AGREEMENT OR TRANSACTION BETWEEN YOU AND ANY OTHER MEMBER OR ANY PERSON YOU MEET THROUGH THE SERVICES, whether it occurs on the Services, by email, by phone, or in person. This includes any claim arising from another member’s conduct, statements, advice, misrepresentations, omissions, breach, negligence, or unlawful acts.

22.5 Introductions. If we introduce you to another member or suggest a connection, that introduction is a neutral, automated or criteria-based suggestion. It is not a recommendation, endorsement, vetting, or assessment of that person’s character, honesty, competence, credentials or suitability, and it creates no duty on our part.

22.6 In-person meetings and events. YOU MEET OTHER MEMBERS IN PERSON ENTIRELY AT YOUR OWN RISK. You acknowledge that meeting people you know only through an online platform carries inherent risks, including the risk that a person is not who they claim to be, and the risk of financial, reputational, professional or physical harm. You assume all such risks. Take sensible precautions: meet in public places, tell someone where you are going, and do not share sensitive personal or financial information. Local Circle gatherings and other in-person meetups are arranged by and among members in their own communities. They are not organized, hosted, sponsored, or funded by Phello, even when a Circle leader or ambassador helps arrange them, and you attend entirely at your own risk.

22.7 Release. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE PHELLO, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, COSTS AND LIABILITIES OF EVERY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR DEALINGS WITH ANY OTHER MEMBER OR ANY PERSON YOU MEET THROUGH THE SERVICES, OR (B) ANY CONTENT OR ADVICE PROVIDED BY ANY OTHER MEMBER. This release does not apply to liability that cannot be released under applicable law, including Phello’s own gross negligence, wilful misconduct, or fraud.

22.8 Waiver of California Civil Code § 1542. IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH READS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You understand that you are releasing claims you do not know about, and you intend to do so. If you reside in a jurisdiction with a similar statute, you waive it to the same extent.

22.9 Disputes between members. If you have a dispute with another member, you will pursue it directly with them and not with Phello. You may report the member to us, and we may act under Section 4.2 or Section 8.4, but we are not obliged to investigate, mediate, or take any particular action, and any action we take is for the community’s benefit, not a duty owed to you.

22.10 Reporting. Report concerning conduct to support@hellophello.com. If you believe you are in danger, contact local emergency services first.

22.11 No duty to monitor. We have the right, but not the obligation, to monitor member conduct and content. Our choosing to act in one case creates no duty to act in any other.

23. THIRD-PARTY SERVICES AND TOOLS

23.1 No partnerships. Phello has no partnership, affiliation, integration agreement, or endorsement relationship with LinkedIn, any job board, any applicant tracking system, any recruiting firm, any coaching service, or any other third-party service that you might use alongside Phello, unless we expressly say so in writing. References to any such third-party service in the Services, our tutorials, our templates or our Phello Insights content are for information only and are not endorsements, recommendations or evidence of any relationship. This Section does not refer to the service providers and subprocessors we use to operate the Services (such as hosting, storage, email delivery, scheduling, video, and AI providers); those are the vendors we engage to deliver Phello, they process information only on our instructions and under confidentiality obligations, and they are described by category in our Privacy Policy.

23.2 Your use of third-party services is your own. You may use third-party services alongside Phello, job boards, professional networks, recruiters, coaches, résumé services, AI tools, and others. You do so entirely at your own risk and under your own agreements with those providers. Phello has no control over them, does not review them, and is not responsible or liable for them, including their availability, accuracy, security, privacy practices, fees, terms, or how they handle your information.

23.3 We are not liable for third-party outcomes. PHELLO IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, CLAIM OR HARM ARISING FROM YOUR USE OF, OR RELIANCE ON, ANY THIRD-PARTY SERVICE, TOOL, PLATFORM, COACH, RECRUITER, OR AI SYSTEM, including any consequence of information you take from Phello and use elsewhere, or take from elsewhere and use in Phello.

23.4 Data you move yourself. If you export your content from Phello and upload it to a third-party service, or connect a third-party service to your account, that data is then governed by that provider’s terms and privacy practices, not ours. We have no control over it and no responsibility for it once it leaves the Services at your direction.

23.5 Links. The Services may link to third-party websites. We do not control them and are not responsible for their content, accuracy or practices. Links are not endorsements.

23.6 Trademarks of others. Third-party names and marks belong to their owners. Their appearance does not imply any relationship with Phello.

24. ADVICE, COACHING AND OUTCOMES

24.1 What we provide. The Services provide tools, templates, training materials, coaching sessions (on some plans), our library of templates, guides, videos, articles and webinars (“Phello Insights”), and AI-assisted features to help you present yourself and communicate with your network. They are educational and informational resources. They are not professional advice.

24.2 Not professional advice. NOTHING PROVIDED THROUGH THE SERVICES, INCLUDING COACHING SESSIONS, TRAINING VIDEOS, WEBINARS, TEMPLATES, PHELLO INSIGHTS CONTENT, AI-GENERATED OUTPUT, COMMUNICATIONS FROM PHELLO PERSONNEL, OR ANYTHING PROVIDED BY ANOTHER MEMBER, IS LEGAL, FINANCIAL, TAX, INVESTMENT, ACCOUNTING, EMPLOYMENT, MEDICAL OR PSYCHOLOGICAL ADVICE. No attorney-client, fiduciary, or other professional relationship is created between you and Phello or any Phello coach, employee or contractor.

24.3 Employment agreements, severance and equity, get a lawyer. PHELLO AND ITS COACHES DO NOT REVIEW, INTERPRET, ADVISE ON, OR ASSIST IN NEGOTIATING ANY EMPLOYMENT AGREEMENT, OFFER LETTER, SEVERANCE AGREEMENT, RELEASE, NON-COMPETE, NON-SOLICITATION, CONFIDENTIALITY OR OTHER RESTRICTIVE COVENANT, EQUITY OR COMPENSATION ARRANGEMENT, OR ANY OTHER LEGAL DOCUMENT. If a coach or an AI Feature says anything touching these subjects, it is general information only and you must not rely on it. Consult a qualified employment lawyer in your jurisdiction before signing, negotiating, declining or acting on any such document. Your existing obligations to your employer, including confidentiality, non-solicitation and non-competition duties, are yours alone to understand and comply with, and Phello has no responsibility for them.

24.4 No guaranteed outcomes. WE DO NOT GUARANTEE THAT YOU WILL OBTAIN ANY JOB, INTERVIEW, OFFER, CONSULTING ENGAGEMENT, ADVISORY OR BOARD ROLE, INTRODUCTION, RESPONSE, RELATIONSHIP, COMPENSATION OUTCOME, OR ANY OTHER RESULT. Results depend on factors outside our control, including your own conduct, your market, and the decisions of third parties. Any examples, testimonials or case studies are not typical and are not a promise of results.

24.5 Your career decisions are yours. YOU ARE SOLELY RESPONSIBLE FOR YOUR CAREER DECISIONS AND FOR EVERYTHING YOU SAY, SEND, PUBLISH OR DO, WHETHER OR NOT IT WAS INFORMED BY THE SERVICES, A COACH, AN AI FEATURE, A TRAINING VIDEO, OR ANOTHER MEMBER. PHELLO IS NOT LIABLE FOR ANY EMPLOYMENT, PROFESSIONAL, FINANCIAL, REPUTATIONAL OR PERSONAL CONSEQUENCE OF YOUR DECISIONS OR ACTIONS, including loss of a job, loss of an opportunity, disciplinary action, damage to a relationship, or damage to your reputation.

24.6 Your current employer may find out. Please read this. IF YOU ARE EMPLOYED, USING THE SERVICES MAY REVEAL TO YOUR EMPLOYER, COLLEAGUES OR CLIENTS THAT YOU ARE EXPLORING OTHER OPPORTUNITIES. Your Phello personal website may be publicly visible and may be found by search engines depending on your settings. People you contact may forward your messages, mention them to others, or know your employer. You choose your privacy settings and you choose whom you contact. YOU ACCEPT ALL RISK OF THIS, INCLUDING THE RISK OF DISCIPLINE, DEMOTION, LOSS OF EMPLOYMENT, LOSS OF AN OPPORTUNITY, OR DAMAGE TO A PROFESSIONAL RELATIONSHIP. PHELLO IS NOT LIABLE FOR ANY OF IT. Review your privacy settings at any time in your account, and consider your own employment agreements and duties before publishing your website or contacting anyone.

24.7 Our coaches. Coaching may be delivered by Phello employees, independent contractors, or third-party coaches. They are not your lawyer, financial adviser, agent or fiduciary. Their views are general guidance, not professional advice, and Sections 24.2–24.5 apply to everything they say. Any credential a coach holds is theirs and is not a representation by Phello about the quality or suitability of their advice for your circumstances.

24.8 Our advice, your decision, your responsibility. Everything Phello provides is advice and guidance. The decisions are always yours. This applies to every channel through which we help you, including review requests and feedback on your website or campaigns, one-on-one sessions, coaching, training videos, webinars, Phello Insights, and AI Features. Our role is to give you advice and coaching. Whether to follow it, how to act on it, and what to do next are entirely your decisions, and the responsibility for those decisions and their outcomes is yours. If you are not satisfied with a result, that is the outcome of your own decisions and choices, and Phello is not responsible or liable for it. We do not guarantee any result (Section 24.4), and nothing we provide is professional advice (Section 24.2).

24.9 Recording of sessions and reviews. Your review requests and one-on-one sessions may be recorded so we can deliver your review, let you play it back, and maintain quality and train our team. By requesting a review or taking part in a session, you consent to that recording. As between you and Phello, you may view and keep the recording of your own review or session (a delivered review recording is available to play back for a limited period shown in the Services). We own our reviewers’ and coaches’ commentary, methods and materials as Phello Materials (Section 7.3), and you will not republish a recording of a session or review except for your own personal use. We will not make your session or review recordings public, or use them for marketing or testimonials, without your separate consent. Section 11.4 also applies.

25. PERSONAL WEBSITES

25.1 What the personal website is. The Services let you create and publish a personal website using our templates and hosting (your “Website”). Your Website is provided for one purpose only: presenting yourself professionally and communicating with your network to advance your own career. You may keep it private or make it publicly searchable using the privacy settings in your account (see Section 24.6).

25.2 You are responsible for your Website. You are solely responsible for everything on your Website, all text, images, video, audio, links, code, contact information and other material, whether you created it, generated it with an AI Feature, or obtained it elsewhere. Your Website is Your Content, and Sections 6, 7, 8 and 10 apply to it in full. Publishing something on your Website does not make it Phello’s, and Phello does not review, endorse or verify it.

25.3 Website content standards. Your Website must meet the Content Standards in Section 8 and, without limiting them, must not:

• (a)be inappropriate, offensive, defamatory, harassing, threatening, obscene, hateful, or discriminatory, or otherwise damaging to the Phello community or to Phello’s brand and reputation;
• (b)contain false, misleading or deceptive statements, including fabricated or exaggerated titles, roles, credentials, qualifications, education, employment history, or affiliations;
• (c)impersonate, or falsely suggest an affiliation with or endorsement by, any person, employer, company, or organization;
• (d)infringe anyone’s intellectual property, including using a third party’s photographs, logos, trademarks, or copyrighted text without the right to do so;
• (e)disclose anyone else’s personal, private or confidential information without their consent;
• (f)promote or facilitate any illegal activity.

25.4 Truthfulness. Everything on your Website about you must be accurate and truthful. You will keep it current, and you will not misrepresent who you are, what you have done, or whom you have worked with or for.

25.5 Confidential information and your employers. You will not publish on your Website any confidential, proprietary or trade-secret information belonging to any current or former employer, client, or other person, including internal documents, strategies, financials, client or customer lists, non-public products, or anything you are under a duty (by contract, by law, or otherwise) to keep confidential. You are solely responsible for complying with your own confidentiality, non-disclosure, non-solicitation and non-competition obligations. Phello has no responsibility for your compliance with them, and Section 24.3 applies.

25.6 Third-party rights. You represent that you have all rights necessary to publish everything on your Website, and that doing so does not and will not infringe or violate the intellectual property, privacy, publicity, confidentiality or other rights of any person.

25.7 Permitted use only. Your Website is for your own professional branding and networking. You will not use it to:

• (a)operate or advertise a commercial business, or sell, market or promote products or services (yours or anyone else’s);
• (b)run contests, sweepstakes, promotions, fundraising, or solicitations;
• (c)promote multi-level marketing, cryptocurrency or securities offerings, gambling, adult or sexually explicit content, or political or religious campaigning;
• (d)distribute malware, host phishing pages, or link to harmful or deceptive destinations;
• (e)engage in search-engine manipulation, cloaking, or deceptive redirection; or
• (f)host or distribute files, content or activity unrelated to your own professional branding.

25.8 No technical abuse. You will not attempt to insert code the templates do not permit, circumvent platform controls, access or interfere with another member’s Website or data, break the separation between member accounts, or otherwise compromise the security or integrity of the Services or any Website. Section 8.3 applies in full.

25.9 Other members’ Websites, how you may and may not use them. Member Websites may be publicly visible. Whether you are a member or a visitor, you will not:

• (a)harvest, scrape, or collect contact information or other data from any member’s Website by automated means or in bulk;
• (b)use contact information found on a member’s Website to send that member or their contacts unsolicited or unlawful messages;
• (c)copy, reproduce, or repurpose another member’s Website content, design or materials as your own;
• (d)screenshot, republish, or circulate another member’s Website or its contents to harass, disparage, intimidate, deceive, or embarrass that member or anyone else;
• (e)impersonate another member or misrepresent your relationship to them;
• (f)use anything on another member’s Website in any way that violates that member’s privacy or other rights, or that violates Section 8 or Section 22; or
• (g)attempt to access any non-public part of another member’s Website or account.

25.10 Publicity and indexing. You control whether your Website is publicly searchable. If you make it public, it may be found by anyone, including your current employer, please read Section 24.6 before publishing. You may change your privacy settings at any time, but content that was public may have been copied, cached, or shared while it was public, and Phello cannot retrieve it (see Section 7.2).

25.11 Our rights. We may, in our reasonable discretion and consistent with Sections 8.4 and 4.2, review, remove, edit, unpublish, or take offline any Website or any content on it, restrict its features, or suspend or terminate your account, if we reasonably determine it violates this Section or any other part of this Agreement, or could create liability for us or harm to any person. Where practicable and lawful, we will tell you. A serious or repeated violation, or any violation involving Section 25.5, 25.8 or 25.9, may result in immediate termination without refund under Section 4.2. We have the right, but not the obligation, to monitor Websites, and our acting in one case creates no duty to act in another.

25.12 Reporting a Website. To report a Website you believe violates this Section, contact us at support@hellophello.com. We may act under Sections 8.4, 25.11 and 4.2, but are not obliged to take any particular action, and any action we take is for the benefit of the community and Phello, not a duty owed to you.

26. CONTACTS AND YOUR NETWORK

26.1 Your network is yours. The Services let you upload, organize and communicate with your professional contacts. Your contacts are Your Content. This Section sets out the rules for using them, and the promises we make about keeping them private.

26.2 The import rule, read this carefully. You may only add people you know. You may import, upload or add a contact ONLY if that person is someone you personally know and have genuinely met or interacted with at some point in your career or personal life, and with whom you have a real professional or personal relationship. By adding any contact, you represent and warrant that this is true of that person. You will NOT, under any circumstances:

• (a)import, upload or use any purchased, rented, leased, bought, borrowed, or shared list of contacts, or any sales leads, marketing leads, prospect list, or lead list of any kind;
• (b)import, upload or use any list of people scraped, harvested, or collected from any website, directory, social network, or other source;
• (c)import, upload or use any automated, generated, “bot,” or bulk list of people you do not personally know;
• (d)import or add LinkedIn connections, other social-network connections, followers, or subscribers whom you have not actually met or interacted with. A connection, a follow, or a request accepted online is not a relationship and is not enough on its own;
• (e)add people you have never met or interacted with, or with whom you have no genuine relationship; or
• (f)use anyone else’s contacts, or contacts obtained from any current or former employer, client, or third party, that you do not have a genuine personal relationship with and the right to use. This is a strict and fundamental condition of using the Services. It is not a guideline. Phello is a professional networking platform for staying in touch with people you actually know. It is not a sales or marketing tool, and it is not a way to reach strangers. You will not use the Services, or other members, as a channel to work a list of sales or marketing prospects, or to push, advertise, or sell products or services through mass or unsolicited outreach, whether to your own contacts or to other members. Genuine professional networking that grows your career or your practice through real relationships is welcome; using Phello to blast, prospect, or spam is not. If reaching people you do not know, or selling to them, is your goal, the Services are not for you.

26.3 Violating the import rule is grounds for immediate removal. If we reasonably determine that you have imported or used purchased, scraped, bulk, or unknown contacts, or otherwise breached Section 26.2, we may, in addition to any other remedy, delete the contacts, suspend your ability to send messages, and immediately terminate your account without notice and without refund under Section 4.2. We treat this as one of the most serious violations of this Agreement.

26.4 Why this rule exists, and our right to enforce it. Mass communication to people who do not know the sender harms everyone: it damages email deliverability and domain reputation for all members, it exposes recipients to unwanted messages, and it harms the Phello brand and community. We may monitor for signs of prohibited lists, including unusually high bounce rates, spam complaints, sending patterns, and recipient reports, and we may investigate and act on them. Our maintaining the health of the platform is for the benefit of all members and Phello, and is not a duty owed to you individually.

26.5 Respect your contacts. Use them lawfully. You will:

• (a)send only messages permitted by Section 9, to recipients who meet Sections 9.3 and 26.2;
• (b)not use your contacts to harass, deceive, defraud, threaten, or send unlawful or abusive messages;
• (c)not use the Services or your contacts for any purpose other than your own professional networking and career development;
• (d)not sell, rent, publish, expose, or transfer your contacts’ information to anyone, or use it in any way that violates your contacts’ privacy or other rights; and
• (e)comply with all laws applicable to your handling of your contacts’ personal information, and honour any request from a contact to stop being contacted or to be removed.

26.6 Your contacts are private. Here is exactly what that means.

• (a)No other member ever sees your contacts. No other Phello member has, or will ever be given, access to your contacts, your contact lists, your contact details, or your communications with them. This never changes.
• (b)We never market to your contacts. Phello will never send marketing or promotional messages to your contacts, and will never use your contacts for Phello’s own marketing.
• (c)We do not sell or share your data. Phello does not sell, rent, trade, or share your contacts or your contacts’ information. See Section 12.6.
• (d)When you leave, your contacts are deleted. If you cancel, your contacts and all data behind them are permanently deleted, not archived. See Section 13.2(b).

26.7 What access Phello has, told to you plainly. So there is no confusion: to operate the Services and to give you advice, guidance and support, Phello has access to your account and to what you do in it. That includes your personal Website, your contacts, your campaigns, the Circles you are invited to and take part in, and the other work you build in Phello. Our team needs this access because coaching and review are the heart of what your membership provides. We cannot critique, evaluate or improve your website, your outreach or your campaigns, and we cannot answer a Review Request, if we cannot see them. Our personnel, and the service providers and subprocessors we use to deliver features you use, including the AI providers described in Section 10.6, may access this information only as needed to provide, maintain, secure and improve the Services and to give you advice, and for no other purpose. They are bound by confidentiality. This access does not change any of the promises in Section 26.6: no other member sees your contacts, we never market to them, and we never sell your data.

26.8 You are responsible for your contacts’ data. You are responsible for having any consent your contacts’ information requires under applicable law (see Sections 6.3 and 9.3), and you will indemnify Phello under Section 16 for claims arising from contacts you upload or messages you send.

27. CAMPAIGNS AND MESSAGING

27.1 What campaigns are for. The Services let you send email and other messages (“campaigns”) to your contacts. Campaigns exist for one purpose: to network with people you know and advance your own career. Phello is a professional networking platform, not a bulk-email, marketing, or sales tool. If your goal is to advertise, sell, or send mass messages to people you do not know, the Services are not for you, and using them for that is a serious violation of this Agreement. Sections 8, 9 and 26 apply to all campaigns in full.

27.2 Campaign content standards. In addition to the standards in Section 8, your campaigns must not contain or promote:

• (a)hateful, harassing, threatening, abusive, or intimidating content;
• (b)content that demeans, belittles, disparages, or puts down any person or group;
• (c)sexual, obscene, or sexually suggestive content;
• (d)discriminatory content, or content targeting anyone based on a protected characteristic;
• (e)defamatory, false, deceptive, or misleading content, including deceptive subject lines or sender information;
• (f)content promoting violence or illegal activity; or
• (g)any other content that is inappropriate or that could damage the Phello community, brand, or reputation.

27.3 Campaigns are for networking, not marketing, selling, or spam. You will not use campaigns to:

• (a)advertise, market, promote, or sell any product or service (yours or anyone else’s);
• (b)send unsolicited commercial or bulk messages, “junk mail,” chain messages, or spam;
• (c)promote multi-level marketing, cryptocurrency or securities offerings, gambling, fundraising, or political, religious, or ideological campaigning; or
• (d)send messages whose primary purpose is anything other than your own professional networking and career development. Note on your own network vs. shared spaces. This Section governs campaigns you send to your own contacts, where you have latitude to communicate as you would with people who know you. Shared community spaces, Circles, group meetings, conversation boards, and the Member Directory, are different and are governed by Section 28, which sets stricter standards, including on political, religious, and divisive content.

27.4 Only to people you know. You may send campaigns only to contacts who meet Section 26.2 (people you personally know) and Section 9.3 (consent). You will not use campaigns to reach purchased, scraped, bulk, or unknown recipients. A high rate of bounced messages is a sign that you are messaging people you do not know or addresses you do not have permission to use, and we treat it accordingly (Section 27.5).

27.5 Quality and deliverability standards, this is how you keep your sending privileges. Because all members share sending infrastructure and domain reputation, your campaigns must maintain healthy engagement. You are responsible for keeping your spam-complaint rates, unsubscribe rates, and bounce rates low, and for not triggering spam filters, spam traps, blocklists, or provider flags. We monitor these signals across the platform. If we reasonably determine that your campaigns are generating excessive spam complaints, excessive unsubscribes, excessive bounces, spam-trap hits, blocklisting, provider flags, or recipient reports of spam or abuse, whether measured against our thresholds, industry norms, or the impact on other members, we may, in our reasonable discretion and without prior notice:

• (a)throttle or limit your sending;
• (b)suspend your ability to send campaigns;
• (c)require you to correct your list or practices before sending again; and/or
• (d)terminate your account immediately, without refund, under Section 4.2. Excessive complaints, unsubscribes, or bounces are independent grounds for termination, separate from the content of your messages. You can be removed for how your campaigns perform, not only for what they say.

27.6 Unsubscribes and opt-outs. Every campaign must include a working unsubscribe mechanism and our required sender identification (Section 9). You will honour every opt-out promptly and will not message anyone who has unsubscribed or asked you to stop. Attempting to evade, remove, or work around unsubscribe handling is a serious violation.

27.7 Sending limits. We may set and adjust limits on the volume, frequency, size, and rate of campaigns, per member or across the platform, and may throttle sending to protect deliverability. We will notify you of material changes to these limits under Section 17; changes needed to protect the platform may take effect immediately.

27.8 Our enforcement rights. We may monitor campaign content and performance, review campaigns, throttle or suspend sending, remove content, and suspend or terminate your account consistent with Sections 4.2, 8.4 and 9.6. Serious violations, including spam, deceptive messaging, messaging unknown recipients, or excessive complaints, bounces, or unsubscribes, may result in immediate termination without refund. We have the right, but not the obligation, to monitor campaigns, and acting in one case creates no duty to act in another.

27.9 Why these rules matter. One member’s spam lowers deliverability for every member and can cause Phello’s sending domains to be blocklisted, harming the whole community. The value of Phello depends on the quality of the networking done here. These rules protect that. Maintaining the health and reputation of the platform is for the benefit of all members and Phello, and is not a duty owed to you individually.

28. CIRCLES, THE DIRECTORY, AND COMMUNITY SPACES

28.1 Community Spaces. The Services include shared spaces where members interact with one another (collectively, “Community Spaces”), which may include: • Circles, functional Circles (organized by role or function) and geographic Circles (organized by location); • Group meetings, virtual meetings (such as Zoom) and in-person, face-to-face gatherings; • Conversation boards, where members post comments, questions, and thoughts; • One-on-one connections, direct meetings and conversations between two members; and • The Member Directory, where members can find and contact one another. Sections 22 (Member Community) and, for in-person meetings, 22.6–22.8 apply to all Community Spaces in addition to this Section.

28.2 The spirit of the community. Phello exists to help members help each other and build genuine, lasting professional relationships. In every Community Space, you agree to engage respectfully, professionally, and in good faith, and to treat other members the way you would want to be treated. These are collegial, professional networking spaces.

28.3 Community Code of Conduct. In any Community Space, you will not:

• (a)harass, bully, threaten, intimidate, stalk, or abuse any member;
• (b)demean, belittle, disparage, insult, or put down any member or group;
• (c)post or share hateful, discriminatory, obscene, sexual, or sexually suggestive content, or make unwelcome advances of any kind;
• (d)discriminate against or target anyone based on a protected characteristic;
• (e)deceive, defraud, or impersonate anyone, or misrepresent who you are or your relationship to another member;
• (f)share, post, or expose another member’s private, personal, or confidential information without their consent;
• (g)disrupt meetings, discussions, or the community, or behave in a way that a reasonable member would find offensive, hostile, or unwelcome;
• (h)use any Community Space to advertise, sell, market, recruit for, or promote any product, service, venture, or opportunity (including multi-level marketing), or to send spam or unsolicited solicitations; or
• (i)do anything unlawful, or anything that damages the Phello community, brand, or reputation.

28.4 Neutral, professional spaces, political and religious content. Community Spaces are shared by members with many different backgrounds and beliefs, and are meant to stay welcoming to everyone. You will not use any Community Space, including conversation boards, group meetings (virtual or in person), Circles, or the Directory, to promote, push, or campaign for political, religious, or ideological views, or to share content that is divisive or that a reasonable member would find uncomfortable, alienating, or inappropriate for a professional networking setting. This is different from communicating with your own network. What you choose to say to your own contacts in your own campaigns is governed by Section 27; the shared Community Spaces are held to this higher, neutral standard, because content that is one person’s private message becomes disruptive when pushed onto the whole community.

28.5 The Member Directory and member-to-member contact. The Directory and member-messaging features are for genuine professional networking only. You will not use them to:

• (a)send other members marketing, sales, promotional, recruiting, or spam messages;
• (b)contact members for any purpose other than sincere professional networking;
• (c)harvest, scrape, or collect member information (see Section 25.9); or
• (d)continue contacting a member who has asked you to stop. Respect other members’ choices. If a member declines to connect or asks you to stop contacting them, you will.

28.6 Conversation boards and member posts. Anything you post on a conversation board or in any Community Space is your content, is visible to other members, and is your responsibility. It is not reviewed, endorsed, or adopted by Phello (see Sections 21.11 and 22.3). We may remove any post or content, and limit or remove your access to any Community Space, at any time, consistent with Sections 8.4 and 28.7. We have the right, but not the obligation, to monitor Community Spaces.

28.7 Enforcement, this is Phello’s platform. We may, in our reasonable discretion, remove content, remove you from any Circle, meeting, board, or event, restrict your access to Community Spaces, or suspend or terminate your account, if we reasonably determine that your conduct violates this Section, makes other members uncomfortable, or is otherwise inappropriate or harmful to the community. Serious or repeated violations, including harassment, hateful or discriminatory conduct, or making other members feel unsafe or unwelcome, are grounds for immediate termination without refund under Section 4.2. Because this is a paid, private community that depends on trust, we maintain broad latitude to decide who may remain a member, and our removing a member for conduct reasons is for the benefit of the community, not a duty owed to you.

28.8 Reporting. If another member behaves inappropriately or makes you uncomfortable, report it to support@hellophello.com. If you believe you are in danger, contact local emergency services first. We may act under this Section, Section 8.4, or Section 4.2, but are not obliged to take any particular action, and any action we take is for the benefit of the community, not a duty owed to you.

28.9 Recorded Circle events. We may record Circle events and group meetings, virtual or in person, and make the recording available to members of that Circle or the Phelloship so that members who could not attend can watch or rewatch. By attending or taking part in a Circle event, you consent to being recorded and to the recording, including anything you say or show, being shared with members as described. If you do not want to be recorded, do not take part, or let the host know before the event.

28.10 Video and voice you post. If you post a video, a voice message, or similar content in a Community Space, in the Directory, or on your Website, you consent to it being seen by the audience you choose. Content you share within the Phelloship is visible to other members. Content you make public may be seen, downloaded, and re-shared by anyone, inside or outside Phello, and, as described in Section 7.2, once it has been public we cannot retrieve copies that others have already made. You decide whether and how widely to share, and you are responsible for what you post.