EnRoute Growth Platform - Terms of Service

Version: 4.0 (Draft for Marc Review) · Effective Date: March 14, 2026 · Last Updated: March 14, 2026 · EGP-TOS-V4-DRAFT-2026-06-01

1. Acceptance, Deemed Acceptance, Estoppel, and Survival of Payment Obligations

1.1 Acceptance and Deemed Acceptance (Anti-Repudiation Suite)

BY ACCESSING, USING, VIEWING, RECEIVING, BENEFITING FROM, PAYING FOR, RESELLING, EMBEDDING, ROUTING, OR OTHERWISE INTERACTING WITH ANY EGP SERVICE, PRODUCT, PLATFORM, APPLICATION, SUB-ACCOUNT, PARTNER INTEGRATION, EMBEDDED WIDGET, APPLICATION PROGRAMMING INTERFACE, TELEPHONY NUMBER, SHORT MESSAGE SERVICE SENDER IDENTIFIER, ELECTRONIC MAIL CHANNEL, HOSTED WEBSITE, AI-POWERED ASSISTANT, AUTOMATION, OR ANY OTHER CHANNEL, INTERFACE, OR OUTPUT OPERATED, BRANDED, OR MADE AVAILABLE BY EGP - WHETHER OR NOT A SEPARATE WRITTEN SERVICES AGREEMENT, MASTER SERVICES AGREEMENT, STATEMENT OF WORK, ENGAGEMENT LETTER, ORDER FORM, OR OTHER CONTRACT HAS BEEN EXECUTED BETWEEN YOU AND EGP - YOU IRREVOCABLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY, TOGETHER WITH OUR PRIVACY POLICY, AI DISCLOSURE, CANCELLATION POLICY, PROCESSING FEE POLICY, AND ANY ADDITIONAL TERMS APPLICABLE TO SPECIFIC PRODUCTS OR SERVICES.

SUCH ACCEPTANCE IS DEEMED EFFECTIVE AS OF THE EARLIER OF (A) THE DATE OF YOUR FIRST ACCESS, USE, OR RECEIPT OF ANY EGP SERVICE OR DELIVERABLE, OR (B) THE EFFECTIVE DATE OF THESE TERMS. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL ACCESS TO, USE OF, AND RECEIPT OF ANY EGP SERVICE.

1.2 Course of Dealing (UCC § 1-303)

The parties acknowledge that pursuant to UCC § 1-303 (as enacted by Virginia Code §§ 8.1A-303 and 8.2-208), any sequence of conduct between the parties concerning previous transactions, including the issuance of invoices, payment of invoices, delivery of services, acceptance of deliverables, exchange of credentials, configuration of integrations, or continued use of EGP-provisioned infrastructure, establishes a common basis of understanding for interpreting the parties' agreement and constitutes course of dealing supporting the existence, enforceability, and binding effect of these Terms.

1.3 Estoppel (Restatement (Second) of Contracts § 223 and Promissory Estoppel)

You are estopped from denying the existence, validity, or enforceability of these Terms where you have (a) received any EGP Service or deliverable, (b) had reason to know EGP was relying on your acceptance, or (c) accepted any economic, reputational, infrastructure, or workflow benefit derived from EGP's performance. EGP has performed in good-faith reliance on your acceptance; that reliance is reasonable, foreseeable, and detrimental within the meaning of Restatement (Second) of Contracts § 90.

1.4 Good-Faith Reliance

EGP has expended time, capital, intellectual property, human resources, sub-processor allocations, telephony allocations, messaging allocations, and platform capacity in reliance on your acceptance of these Terms. Such reliance is material, foreseeable, and not subject to subsequent disavowal.

1.5 Survival of Payment Obligations

All payment obligations accrued through the date of any purported termination, repudiation, dispute, or wind-down, including all fees, processing fees, third-party pass-through charges, telephony charges, messaging charges, late fees, and collection costs, survive any termination, repudiation, or challenge to these Terms and remain immediately due and payable. No dispute as to the validity, scope, or interpretation of these Terms suspends or extinguishes any payment obligation already accrued.

1.6 Authority to Bind

If you accept these Terms on behalf of an organization, you represent and warrant that you have full authority to bind that organization, and "you" and "Customer" include that organization.

2. Definitions

• "Customer," "you," or "your" - the individual or entity accepting these Terms and any organization on whose behalf such acceptance is given.
• "EGP," "we," "us," or "our" - EnRoute Growth Platform, a division of EnRoute Global Government LLC and EnRoute Global LLC.
• "Services" - EGP's hybrid software-as-a-service and professional services offerings, including the EGP MapBoost, PRBoost, AIBoost, RepBoost, VoiceBoost, AutoBoost, ContentBoost, ComplianceGuard, LegalBoost, CRM, and Operational Automation product families, and any successor or derivative offerings.
• "Customer Content" - content, data, and materials Customer uploads, submits, or transmits through the Services.
• "EGP IP" - all software, designs, text, graphics, logos, trademarks, workflows, prompt libraries, AI agent configurations, telephony configurations, integration patterns, and other materials owned by or licensed to EGP.
• "Effective Date" - March 14, 2026.
• "Order Form" - any quote, order, MSA, SOW, engagement letter, proposal, or similar instrument incorporating these Terms by reference (whether or not executed).

3. Account Registration, Eligibility, and Authorized Users

3.1 Eligibility

The Services are offered to commercial entities and to natural persons aged eighteen (18) or older acting in a commercial capacity. The Services are not directed to consumers within the meaning of the Federal Trade Commission Act or state consumer-protection statutes.

3.2 Registration

To access certain Services, Customer must create an account and provide accurate, complete, and current information, and promptly update it to keep it accurate.

3.3 Account Security

Customer is responsible for credential confidentiality and all account activity, and must immediately notify EGP of suspected unauthorized use. EGP is not liable for losses arising before EGP receives notice and a reasonable time to respond.

3.4 Authorized Users

Customer is responsible for ensuring all authorized users comply with these Terms and is liable for their actions and omissions.

4. Subscription, Fees, Auto-Renewal, and Price Changes

4.1 Pricing and Currency

All pricing is quoted and payable in U.S. Dollars unless an Order Form specifies otherwise.

4.2 Billing Cycle and Auto-Renewal

Recurring subscriptions are billed in advance on the twenty-fifth (25th) day of each month ("Billing Day 25") and automatically renew for successive periods of equal length unless cancelled in accordance with Section 5.

4.3 Price Changes (45-Day Notice)

EGP may modify subscription pricing upon forty-five (45) days prior written notice. Continued use after the change takes effect constitutes acceptance. Customer may object in writing during the notice period and terminate the affected subscription at the end of the then-current billing cycle without penalty (subject to any unexpired minimum-commitment period).

4.4 Payment Processing Fees

• Credit and Debit Card: 3.5% processing fee.
• Automated Clearing House (ACH) Transfer: no processing fee.
• Wire Transfer: $35.00 incoming wire fee per transaction.
• Returned Payments: $50.00 return fee per returned ACH or wire.

All such fees are non-refundable. The Processing Fee Policy is incorporated by reference.

4.5 Payment Methods and Authorization

Customer authorizes EGP to charge the payment method on file for all fees, processing fees, taxes, and pass-through charges.

4.6 Late Payment and Service Freeze

If payment is not received by Billing Day 25, the account is subject to automatic service freeze on Day 26. A late fee of 1.5% per month (or the maximum permitted by law) accrues on overdue balances.

4.7 Taxes

Customer is responsible for all applicable taxes other than taxes based on EGP's net income.

5. Termination and Suspension

5.1 Termination for Convenience

Either party may terminate upon thirty (30) days prior written notice, subject to any minimum commitment.

5.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party (a) materially breaches and fails to cure within thirty (30) days, or (b) becomes insolvent, files or has filed against it any bankruptcy proceeding, makes an assignment for creditors, or ceases ordinary operations.

5.3 Suspension

EGP may suspend Services immediately if (a) Customer fails to pay when due, (b) Customer's use poses security, legal, or reputational risk, (c) Customer's use violates these Terms or law, (d) a telephony carrier, A2P registry, or upstream provider flags Customer traffic, or (e) suspension is required by law or legal process.

5.4 Effect of Termination

Upon termination: (a) Customer's right to use the Services ceases at the end of the current billing cycle (immediately for cause), (b) Customer must pay all accrued fees, (c) the parties shall return or destroy each other's Confidential Information subject to retention rights set out herein, and (d) Sections 1, 4, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 22, and 23 survive.

6. Asset Transfer at Termination

6.1 Assets Retained by EGP

EGP retains exclusive ownership of, and Customer has no right to retain, copy, or continue using upon termination: (a) EGP-built workflows, automations, prompt libraries, AI agent configurations, and integration patterns; (b) EGP-developed source code, scripts, templates, and reusable components; (c) EGP IP as defined in Sections 2 and 9; (d) EGP-provisioned telephony numbers, short codes, A2P sender identifiers, and messaging credentials registered in EGP's name; (e) EGP-licensed third-party tools, subscriptions, or seats in EGP's name; and (f) any EGP-built website where the underlying hosting account, content management system, or registrar account is in EGP's name.

6.2 Assets Returned to Customer

Customer retains ownership of, and EGP will return, export, or transfer at Customer's reasonable written request: (a) Customer Content; (b) Customer-originated marketing assets, brand assets, customer lists, and historical contact records; (c) any phone number, domain, or registry asset registered in Customer's name prior to or during the engagement; and (d) any deliverable for which Customer paid a one-time work-for-hire fee where the Order Form expressly assigned ownership to Customer.

6.3 Transition Assistance Window

For thirty (30) days following termination (the "Transition Window"), EGP will provide reasonable transition assistance at EGP's then-current professional services rates, including (a) data export in JSON or CSV, (b) one-time export of Customer-owned contact records, and (c) a written transition summary identifying EGP-retained vs. Customer-returned assets. Customer must either accept reasonable transition assistance during the Transition Window or, in writing, expressly waive such assistance. Failure to engage during the Transition Window constitutes waiver.

6.4 Data Destruction and Certification

Following the Transition Window, EGP retains Customer Content for an additional sixty (60) days (total ninety (90) days). After that, EGP will securely delete Customer Content, except (a) data required to be retained by law, (b) data in routine encrypted backups overwritten in the ordinary course, and (c) anonymized or aggregated data that no longer identifies Customer. Upon written request, EGP will provide a certificate of destruction within thirty (30) days of completion.

7. EGP-Built Infrastructure Ownership and Disposition

7.1 EGP-Built Websites

Websites, landing pages, and digital properties built, designed, or hosted by EGP remain EGP IP unless an Order Form expressly assigns ownership to Customer following payment of a stated work-for-hire fee. Where the hosting account, registrar, or content management system account is in EGP's name, EGP retains the account and infrastructure; Customer is entitled to a content export (markup, media files, copy) and may engage a successor vendor to rebuild on its own infrastructure.

7.2 Workflows, Automations, Prompt Libraries, and AI Agent Configurations

All custom workflows, automation pipelines, prompt libraries, AI agent configurations, decision trees, lookup tables, and orchestration logic developed by EGP (including those tailored to Customer's industry or use case) constitute EGP IP and remain with EGP at termination. Customer receives, at termination, a written functional summary describing the configured outcomes (not the underlying logic) sufficient to brief a successor vendor.

7.3 Phone Numbers, Messaging-Integrated Channels, and Integration Credentials

Telephony numbers, short codes, A2P 10-digit long code (10DLC) brand and campaign registrations, messaging-integrated sender identifiers, and integration credentials (application programming interface keys, webhook secrets, OAuth tokens) provisioned by EGP with upstream telecommunications, messaging, or platform providers in EGP's name remain EGP-owned at termination. Where the underlying number was ported in from Customer or originally registered in Customer's name, EGP will port out or reassign on reasonable written request, subject to upstream carrier release requirements.

7.4 Transition Assistance Window and Express Waiver

The Transition Window in Section 6.3 governs all infrastructure transition. EGP requires Customer to either (a) accept reasonable transition assistance during the Transition Window, or (b) provide written express waiver. Refusal to engage, or failure to respond to two (2) good-faith outreach attempts during the Transition Window, constitutes deemed waiver.

7.5 Customer Data Export Right

Customer's right to data export under Section 6.4 applies regardless of which party owns the underlying infrastructure. EGP's retention of infrastructure does not impair Customer's right to its own data.

7.6 Destruction Certification and Retention Window

The destruction certification, ninety-day retention window, and legal-hold carve-outs in Section 6.4 apply to all EGP-built infrastructure components containing Customer Content.

8. A2P Messaging and Telephony Compliance

8.1 10DLC Registration Warranty

Customer warrants that all 10DLC brand and campaign registrations with TCR and downstream carriers are accurate, current, and compliant. Where EGP registers on Customer's behalf, Customer warrants the accuracy of all information provided.

8.2 Per-Recipient Consent Documentation

Customer warrants that prior to any messaging communication sent through EGP-provisioned channels, Customer has obtained and can produce, on request, documented prior express written consent (or other applicable consent standard) from each recipient, and maintains a contemporaneous record of consent source, date, channel, and language.

8.3 STOP and UNSUBSCRIBE Keyword Honoring

Customer must honor STOP, UNSUBSCRIBE, CANCEL, END, QUIT, OPT-OUT, and equivalent opt-out keywords within the upstream carrier's service-level window and, in any event, within twenty-four (24) hours of receipt. EGP-provisioned channels implement opt-out automation by default; Customer may not disable or circumvent it.

8.4 Content Compliance - SHAFT and Abusive Use

Customer may not transmit through any EGP-provisioned messaging channel content within the SHAFT categories without prior written carrier and EGP category approval. Customer may not use EGP-provisioned channels for spam, phishing, smishing, fraud, deceptive marketing, malware delivery, abuse, harassment, or any unlawful purpose.

8.5 Carrier and Provider Fee Passthrough

Carrier fees, A2P registration fees, campaign vetting fees, and pass-through messaging costs are billed at cost plus a reasonable administrative fee disclosed on the invoice.

8.6 Customer Indemnification for TCPA and State Mini-TCPA

Customer shall indemnify, defend, and hold harmless EGP, its affiliates, officers, directors, employees, agents, and sub-processors from any and all claims, demands, actions, fines, penalties, settlements, judgments, costs, and reasonable attorneys' fees arising out of or relating to (a) any alleged or actual violation of the TCPA, the CAN-SPAM Act, or any state mini-TCPA, autodialer, or consent statute (including the Florida Telephone Solicitation Act, Oklahoma Telephone Solicitation Act, and Washington Commercial Electronic Mail Act), (b) any alleged or actual breach of the consent, registration, or content-compliance warranties in this Section 8, or (c) any complaint filed with a carrier, registry, or regulator arising from Customer's messaging.

8.7 EGP Pause and Suspend Right

EGP may immediately pause or suspend any campaign, sender identifier, or A2P registration upon notice (or flag) from a carrier, upstream messaging provider, registry, or regulator, or upon EGP's reasonable determination that continued transmission poses material legal, reputational, or platform-relationship risk to EGP.

9. Proprietary Rights, Licenses, Feedback, and Augmented Data

9.1 EGP IP Reservation

The Services and EGP IP are owned by or licensed to EGP. Customer receives only a limited, non-exclusive, non-transferable, revocable right to access and use the Services for internal business purposes during the subscription term.

9.2 Customer Content License

Customer retains ownership of Customer Content and grants EGP a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, reproduce, and modify Customer Content solely as necessary to provide the Services, prevent abuse, ensure security, comply with law, and produce anonymized or aggregated analytics.

9.3 AI-Generated Content

AI Output is provided subject to these Terms. Customer acknowledges that (a) AI Output may not be unique, (b) the IP status of AI-generated content is evolving and uncertain, (c) EGP makes no representation as to copyrightability of AI Output, and (d) Customer is solely responsible for reviewing, verifying, and editing AI Output prior to publication or commercial use.

9.4 Feedback License

If Customer provides suggestions, ideas, or feedback, Customer grants EGP a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, modify, and incorporate such feedback without obligation to Customer.

9.5 Augmented Data

EGP may create anonymized, de-identified, or aggregated data sets derived from usage of the Services ("Augmented Data") for service improvement, benchmarking, fraud prevention, and internal analytics. Augmented Data is owned by EGP provided it cannot reasonably be re-identified to Customer.

10. Confidentiality

10.1 Definition and Obligation

"Confidential Information" means non-public information that is designated confidential or that a reasonable commercial party would understand to be confidential. Each party shall (a) protect it with no less than reasonable care, (b) limit access to need-to-know personnel, and (c) use it only as needed under these Terms.

10.2 Exceptions

Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed without reference to disclosing-party information, or (d) is required to be disclosed by law or court order, provided reasonable prior notice is given where lawful.

10.3 Survival Tail

The confidentiality obligation survives termination for three (3) years from the date of termination, except trade secrets continue for so long as they qualify as trade secrets under applicable law.

11. Mutual Non-Disparagement

Each party agrees not to make, publish, or cause to be published any statement, communication, or post (including on social media, review sites, public forums, podcasts, or press) that is reasonably likely to disparage, defame, or damage the reputation of the other party, its officers, employees, products, or services. This Section 11 does not restrict (a) truthful statements in response to lawful process or governmental inquiry, (b) statements protected by the National Labor Relations Act or similar law, (c) good-faith statements to a regulator, or (d) good-faith private statements to legal counsel. This Section 11 survives termination indefinitely.

12. Indemnification

12.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless EGP, its affiliates, and their respective directors, officers, employees, agents, and sub-processors from any third-party claim arising from (a) Customer's use in breach of these Terms, (b) Customer Content, (c) Customer's violation of law (including Section 8 TCPA matters), (d) Customer's gross negligence or willful misconduct, or (e) Customer's breach of Sections 8, 9, 10, or 11.

12.2 EGP Indemnification

EGP shall indemnify, defend, and hold harmless Customer and its directors, officers, employees, and agents from any third-party claim alleging that the Services as provided by EGP infringe a U.S.-issued patent, copyright, or trademark, excluding claims arising from (a) Customer modification of the Services, (b) combination with non-EGP materials, (c) use in breach of these Terms, or (d) Customer Content.

12.3 Procedure

The indemnified party shall (a) promptly notify the indemnifier, (b) tender control of defense and settlement (no settlement imposing liability or admission on the indemnified party without consent), and (c) reasonably cooperate.

12.4 Carve-Outs from Liability Cap

The Section 13 cap does not apply to (a) gross negligence or willful misconduct, (b) IP indemnification, (c) breach of confidentiality (Section 10), (d) indemnification obligations under this Section 12, or (e) fraud.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOST BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY.

13.2 Tiered Liability Cap

EXCEPT AS SET FORTH IN SECTION 12.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID BY CUSTOMER TO EGP DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Multiple Claims

Multiple claims do not enlarge the cap. The cap is a single aggregate ceiling per twelve-month measurement period.

14. Insurance Requirements

EGP maintains, at its expense, the following insurance with carriers rated A- or better by A.M. Best:

• Commercial General Liability (CGL): $1,000,000 per occurrence / $2,000,000 aggregate.
• Workers' Compensation: statutory limits in each state of operation, plus Employer's Liability of $1,000,000.
• Professional Liability (Errors & Omissions / Cyber): $5,000,000 per claim and aggregate.
• Umbrella / Excess Liability: $2,000,000.

EGP shall furnish a certificate of insurance on Customer's reasonable written request.

15. Force Majeure

Neither party is liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labor stoppages, supply chain disruption, telecommunications or internet outage, denial-of-service or other cyberattack, ransomware, regulatory or governmental action, change of law, embargo, court order, or upstream-provider failure. The affected party shall give prompt notice and use commercially reasonable efforts to mitigate. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected services on written notice.

16. Binding Arbitration and Class Action Waiver

16.1 Pre-Arbitration Negotiation

The parties shall first attempt to resolve any dispute by good-faith negotiation between senior business representatives for thirty (30) days.

16.2 Binding Arbitration

If not resolved, any dispute arising out of or relating to these Terms shall be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules then in effect, before a single arbitrator. The arbitration shall be conducted in Fairfax County, Commonwealth of Virginia, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class Action Waiver

THE PARTIES AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION.

16.4 Injunctive Relief Carve-Out

Notwithstanding the foregoing, either party may seek emergency or preliminary injunctive relief in the state or federal courts located in Fairfax County, Virginia, to protect IP rights, confidentiality, or to enforce Section 1's anti-repudiation provisions, pending arbitration on the merits.

17. Governing Law and Venue

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For non-arbitrable matters, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fairfax County, Virginia.

18. Service-Level Agreement (Incorporated by Reference)

EGP maintains a target monthly uptime of ninety-nine percent (99.0%) for the Services, measured at the platform-control-plane level, excluding scheduled maintenance, force majeure, and Customer-caused or upstream-provider events. The full SLA - including measurement methodology, exclusions, service-credit schedule, and remedy procedures - is set forth in EGP's published SLA document and incorporated by reference. Service credits are the sole and exclusive remedy for any SLA miss. No cash refunds are available for SLA misses.

18.7 AI Pass-Through Fees

18.7 AI Pass-Through Fees. Client acknowledges and agrees that EGP-mediated AI Services incur third-party model-inference fees, vector-database storage and query fees, vendor-API call fees, fine-tuning and embedding fees, and per-token usage fees, each of which is passed through to Client in addition to EGP's platform fees and the markup disclosed in Client's then-current invoice or order form. Client waives any objection to such pass-through fees, provided they are disclosed as separate line items. Client further acknowledges that AI model-inference costs are volatile and provider-controlled, and EGP reserves the right to pass through reasonable upstream price changes with thirty (30) days' written notice.

19. AI and Automation Disclosure

19.1 Categories of AI Used

EGP deploys AI and automation across the following internal capability categories ("AI Capabilities"):

• Knowledge Catalog and Schema - structured knowledge curation, taxonomy management, schema enforcement, and registry maintenance.
• Content Generation - drafting of written, visual, and conversational content for internal and Customer-facing artifacts, subject to human review.
• Sales Pipeline Enrichment - prospect research, lead qualification, contact enrichment, and outreach drafting.
• Local Large Language Model Tiers - on-premises and edge-deployed language models used for sensitive workloads not transmitted to third-party model providers.
• Platform and Execution Specialists - orchestration, code generation, deployment automation, and integration management.

19.2 No Training on Customer Content

EGP does not use Customer Content to train, retrain, fine-tune, or otherwise improve third-party AI models. Customer Content is used solely to deliver the Services.

19.3 Disclosure on Demand Under NDA

Customer may, under signed NDA and subject to executive-level ratification by EGP, request additional disclosure regarding specific AI Capabilities applied to Customer's account, including categories, sub-processor identity (where commercially permissible), data-flow paths, and human-review checkpoints.

19.4 Named Human Officer Accountability

For every Customer-facing deliverable, EGP maintains a named human officer accountable for the deliverable's accuracy, fitness, and compliance (the "Accountable Officer"), consistent with the legal principle articulated in Moffatt v. Air Canada (2024 BCCRT 149) that a corporate principal cannot disclaim responsibility for representations made by its own AI systems. The Accountable Officer's identity is available to Customer upon written request.

19.5 Customer Review Obligation

Customer remains solely responsible for reviewing, verifying, and approving any AI Output before publication, commercial use, or reliance.

20. Sub-Processor List (On Request)

EGP engages third-party sub-processors to support the Services, including categories of cloud infrastructure, telephony, messaging, customer relationship management, payment processing, identity, observability, and AI model providers. EGP maintains a current sub-processor list available upon written request. EGP will provide reasonable advance notice of material new sub-processors handling Customer Content; Customer may object in writing within fifteen (15) days for cause, in which case the parties shall negotiate in good faith a reasonable alternative or, if no alternative is reasonably available, Customer's exclusive remedy is termination of the affected Service.

21. Audit Rights (Limited Mutual SOC 2)

Subject to confidentiality and reasonable scheduling, each party shall, no more than once per calendar year and upon thirty (30) days prior written notice, permit the other party (or its independent third-party auditor bound by confidentiality obligations no less protective than Section 10) to review the audited party's then-current SOC 2 Type II report (or equivalent independent attestation) and to discuss findings relevant to the Services. Audits shall be conducted during normal business hours, at the requesting party's expense, and may not unreasonably interfere with operations. Where SOC 2 Type II is not yet available, the audited party shall provide a reasonably comparable summary of controls.

22. Mutual Confidentiality Tail (Cross-Reference)

The three-year confidentiality survival tail set forth in Section 10.3 applies mutually to both EGP and Customer, including with respect to commercial terms, technical configurations, and any Confidential Information exchanged during the Transition Window.

23. Notices

All notices under these Terms must be in writing and delivered by (a) registered or certified mail, return receipt requested, (b) recognized overnight courier, or (c) electronic mail to the address below, with confirmation of receipt:

EnRoute Growth Platform
Attention: Legal Department
1640 Boro Pl, 4th Fl, McLean VA 22102
Commonwealth of Virginia, County of Fairfax
Email: legal@enroutegrowthplatform.com
Phone: +1.866.891.2779

Notices to Customer will be sent to the email address associated with the Customer's account.

24. Amendment, Entire Agreement, and Precedence

24.1 Amendment

EGP may modify these Terms upon thirty (30) days prior written notice (forty-five (45) days for pricing changes under Section 4.3). Continued use after the effective date of any amendment constitutes acceptance.

24.2 Entire Agreement

These Terms, together with the Privacy Policy, AI Disclosure, Cancellation Policy, Processing Fee Policy, SLA, and any executed Order Form, constitute the entire agreement and supersede all prior oral or written communications regarding the subject matter.

24.3 Precedence

In the event of conflict: (1) an executed Order Form (only as to terms expressly identified as superseding), (2) these Terms, (3) the Privacy Policy and AI Disclosure, (4) the Cancellation Policy and Processing Fee Policy, (5) the SLA, (6) any other EGP-published policy referenced herein.

24.4 Incorporated by Reference

The following sister documents are incorporated by reference into these Terms and form part of the agreement between EGP and Customer. Each is maintained at its canonical home on the EGP Trust Center (trust.enroutegrowthplatform.com) and is updated from time to time in accordance with Section 24.1:

• Privacy Policy V4
• AI Disclosure V4
• Cancellation Policy V4
• Acceptable Use Policy
• Data Processing Agreement
• Service-Level Agreement
• Sub-Processor List
• Order Form template

In the event of any conflict between these Terms and a sister document, the precedence rule set forth in Section 24.3 controls.

25. Miscellaneous

25.1 No Waiver

No failure or delay by either party in exercising any right constitutes a waiver. A waiver of one breach is not a waiver of any other or subsequent breach.

25.2 Currency

All amounts are in U.S. Dollars unless expressly stated otherwise on an Order Form.

25.3 Severability

If any provision is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable; the remainder remains in full force.

25.4 Assignment

Customer may not assign these Terms without EGP's prior written consent. EGP may assign upon notice in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

25.5 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.

25.6 Counterparts and Electronic Signature

These Terms may be accepted in counterparts (including electronically). Electronic acceptance, digital signature, click-through, and the deemed-acceptance mechanics in Section 1 are each given the same legal effect as a handwritten signature pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA) as enacted in Virginia.

25.7 Headings

Section headings are for convenience only and do not affect interpretation.

26. Effective Date and Signature / Acceptance

26.1 Effective Date

These Terms are effective as of March 14, 2026 (the "Effective Date") and apply to all Customers using or receiving EGP Services on or after that date.

26.2 Acceptance

Customer accepts these Terms by any of the following, each given equal legal effect: (a) electronic click-through, (b) handwritten or digital signature on an Order Form referencing these Terms, (c) payment of an invoice that references these Terms, (d) continued use, access, or receipt of any EGP Service on or after the Effective Date, or (e) any other affirmative act of acceptance described in Section 1.