TERMS OF SERVICE – EFFECTIVE JULY 1, 2026

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT CERTAINTY ENGINE'S LIABILITY AND GOVERN HOW DISPUTES BETWEEN YOU AND CERTAINTY ENGINE ARE RESOLVED. PLEASE READ THIS DOCUMENT IN FULL BEFORE USING THE PLATFORM.

These Terms of Service ("Terms") govern your access to and use of the Certainty Engine software platform, including any white-labeled or reseller instance of it, and all related features, tools, and AI-enabled functionality (collectively, the "Platform"), made available by Dan Lok Education, Inc., doing business as Certainty Engine ("Certainty Engine," "we," "us," or "our"), with a registered address at 170 – 422 Richards Street, Vancouver, BC V6B 2Z4, Canada.

By creating an account, accepting these Terms, or accessing or using the Platform, you represent that: (1) you have read, understood, and agree to be bound by these Terms; (2) you are at least 18 years of age and have the legal capacity to enter into a binding contract; (3) the information you provide during registration is true, accurate, and complete; and (4) if you are accepting these Terms on behalf of a business entity, you have the authority to bind that entity. These Terms, together with our Privacy Policy, our Customer Data Processing Agreement, and our Disclaimer (collectively, the "Agreement"), form a binding legal agreement between you (or the entity you represent) and Certainty Engine.

If you do not agree to these Terms, do not access or use the Platform.

1. The Platform and Your Account

1.1 Eligibility and Business Use

The Platform is intended for business use. You must be at least 18 years old and must not be a competitor of Certainty Engine seeking to gain access in order to compete with us. You are responsible for providing complete and accurate registration information and for keeping it up to date.

1.2 Account Ownership

If you accept these Terms on behalf of a business entity, that entity is the owner of the account. In the event of a dispute over account ownership, Certainty Engine may request documentation (such as proof of payment, incorporation documents, or a court order) to determine the rightful owner, and may suspend the account until the dispute is resolved. You agree to indemnify Certainty Engine for any claims arising from our good-faith resolution of an ownership dispute.

1.3 Login Credentials and Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us immediately of any unauthorized use of your account. We strongly recommend enabling two-factor authentication (2FA), and Certainty Engine is not liable for losses arising from your failure, or your users' failure, to implement reasonable account security measures.

2. COMPLIANCE AND DATA PROTECTION RESPONSIBILITIES

2.1 General Compliance

You are solely responsible for your and your end users' use of the Platform, including compliance with all applicable laws and regulations, including but not limited to data privacy laws such as the General Data Protection Regulation (GDPR) and UK GDPR, the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), the Virginia, Colorado, Connecticut, Utah, and other applicable U.S. state privacy laws, Canada's PIPEDA and applicable provincial privacy legislation, telemarketing and anti-spam laws (including the TCPA, CAN-SPAM Act, and Canada's Anti-Spam Legislation (CASL)), and, where applicable, HIPAA. Certainty Engine provides technology tools only and does not represent that your use of the Platform will, by itself, satisfy your obligations under any such law.

2.2 Your Privacy Obligations to Your Own Customers

If you use the Platform to collect, process, or communicate with your own leads, clients, subscribers, or end users ("Your Customers"), you must: (a) maintain and make available your own privacy policy and terms of service that provide at least the same level of protection as this Agreement; (b) obtain all consents and provide all notices required by applicable law before submitting Your Customers' personal data to the Platform; and (c) ensure you have a lawful basis for all communications you send through the Platform.

2.3 Data Subject Rights Management

You are solely responsible for receiving, documenting, and responding to data subject rights requests from Your Customers (including requests for access, correction, deletion, portability, restriction, or objection), within the timeframes required by applicable law. If Certainty Engine receives such a request directly from one of Your Customers, we may redirect it to you, and you agree to promptly respond to and fulfill it. You agree to indemnify Certainty Engine against claims arising from your failure to do so.

2.4 Data Breach Notification

You are responsible for complying with applicable data breach notification laws with respect to Your Customers' data. If Certainty Engine notifies you of a security incident affecting personal data you process through the Platform, you shall promptly investigate, determine your notification obligations, and make all legally required notifications, subject to Certainty Engine's own breach notification obligations to you under our Customer Data Processing Agreement.

2.5 Data Retention and Deletion

You are responsible for establishing appropriate data retention and deletion practices for Your Customers' personal data processed through the Platform, consistent with applicable law and our Customer Data Processing Agreement.

2.6 Data Processing Agreement

Our Customer Data Processing Agreement, available at www.certaintyengine.io/dpa, is incorporated into and forms part of this Agreement, and sets out how Certainty Engine processes personal data on your behalf as a data processor, including our sub-processors, technical and organizational security measures, and international data transfer safeguards (including Standard Contractual Clauses).

3. WHITE LABELING AND RESALE

3.1 Reseller Responsibility

If you are authorized to white-label and resell access to the Platform to Your Customers, you are fully responsible for your relationship with Your Customers, including billing, support, and the resolution of disputes. Certainty Engine has no direct relationship with, and no liability to, Your Customers arising from your resale of the Platform.

3.2 License to White Label

Subject to your continued compliance with this Agreement, Certainty Engine grants you a limited, non-exclusive, non-transferable, revocable license to rebrand and resell access to the Platform under your own brand, including customizing the interface with your name, logo, and color scheme, within the customization options made available in the Platform. This license terminates automatically upon any breach of this Agreement.

3.3 Restrictions

  • You will not represent yourself as an employee, agent, or representative of Certainty Engine, or of our underlying platform provider.

  • You will not reverse-engineer, decompile, or attempt to discover the source code or underlying architecture of the Platform.

  • You will not remove proprietary notices from the Platform except as expressly permitted for white-label customization.

  • You will not resell the Platform to any direct competitor of Certainty Engine.

4. THIRD-PARTY AND UNDERLYING PLATFORM SERVICES

The Certainty Engine Platform is built upon, and incorporates, third-party infrastructure and communications services, including services provided by GoHighLevel, Inc. and its affiliate LeadConnector LLC (the "Platform Provider"), which powers CRM, funnel, calendar, email, SMS/RCS, and voice-AI functionality on our behalf. By using the Platform, you acknowledge that certain data you submit may be processed by the Platform Provider and other third-party service providers (such as payment processors, telephony carriers, and AI model providers) as sub-processors, as further described in our Customer Data Processing Agreement. Certainty Engine remains responsible to you for the Platform Provider's performance of its data protection obligations, as set out in our Customer Data Processing Agreement.

You are responsible for reviewing and complying with the terms of any additional third-party services or integrations you choose to connect to the Platform (for example, payment gateways, calendar providers, or social media platforms), which are governed by that third party's own terms.

5. ARTIFICIAL INTELLIGENCE ACCEPTABLE USE

The Platform includes AI-enabled features, including voice AI and conversational automation ("AI Features"). By using the AI Features, you agree to the following:

  • No warranty of accuracy. AI-generated content, voice responses, and automations may be inaccurate, incomplete, or inappropriate for a given context. You are solely responsible for reviewing and validating AI-generated content before it is sent to, or relied upon by, any person.

  • No professional advice. AI Features do not provide legal, financial, medical, or other professional advice.

  • Disclosure to end users. You must disclose to Your Customers when they are interacting with an AI-based voice agent or chatbot, where required by applicable law.

  • Sensitive data. You must not input special categories of personal data (e.g., health information, government identification numbers, financial account credentials) into the AI Features unless you have obtained appropriate consents and safeguards.

  • Prohibited uses. You will not use the AI Features to discriminate unlawfully, generate deceptive or fraudulent content, infringe third-party intellectual property, or engage in any use prohibited under Section 6 (Code of Conduct) or applicable law, including automated decision-making that produces legal or similarly significant effects on an individual without appropriate human oversight.

  • Indemnification. You agree to indemnify Certainty Engine for claims arising from your use of the AI Features, including claims of infringement, defamation, or regulatory non-compliance.

6. CODE OF CONDUCT

You will not use the Platform to:

  • violate any applicable law or regulation;

  • send unsolicited communications ("spam") in violation of applicable anti-spam or telemarketing laws;

  • harass, threaten, defame, or unlawfully discriminate against any person;

  • transmit malicious code, or attempt to gain unauthorized access to the Platform or any connected system;

  • impersonate any person or entity, including Certainty Engine;

  • collect or process any Personal Data of Your Customers without a lawful basis and appropriate notice/consent.

A violation of this Code of Conduct is a material breach of this Agreement and may result in immediate suspension or termination of your account.

7. FEES, PAYMENT, AND TAXES

You agree to pay all fees associated with your subscription plan and any add-on or usage-based services ("Fees"), on the billing cycle selected at signup. Fees are billed in advance and automatically renew unless cancelled in accordance with Section 8. You are responsible for providing accurate billing information and for all applicable taxes (including sales tax, VAT, and GST) associated with your use of the Platform, except where such taxes are Certainty Engine's direct legal obligation to remit.

If you enable usage-based communication features (SMS, voice, email sending, etc.), additional usage charges may apply and will be billed as incurred. Except as required by law, all Fees are non-refundable.

8. TERM, CANCELLATION, AND TERMINATION

This Agreement remains in effect for as long as you maintain an active account. You may cancel your subscription at any time through your account settings or by contacting support at [email protected]; cancellation takes effect at the end of the then-current billing cycle unless otherwise stated at signup.

Certainty Engine may suspend or terminate your account, with or without notice, for any breach of this Agreement, non-payment, suspected fraudulent or illegal use, or as otherwise permitted by law. Following termination, we will retain your data for a limited period (as described in our Privacy Policy and Customer Data Processing Agreement) to allow for reactivation or export, after which it may be permanently deleted.

9. INTELLECTUAL PROPERTY

The Platform, and all content, features, and functionality made available through it (excluding Your Customers' data and content you submit), are owned by Certainty Engine or its licensors and are protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended business purpose during the term of your subscription. You retain all rights to the content and data you submit to the Platform ("Your Content"), and grant Certainty Engine a license to host, process, and display Your Content solely as necessary to provide the Platform to you.

10. DISCLAIMERS

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RESULTS (INCLUDING BUSINESS OR REVENUE RESULTS) WILL BE ACHIEVED THROUGH YOUR USE OF THE PLATFORM. See our separate Disclaimer for additional important limitations, including with respect to any earnings or income representations.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CERTAINTY ENGINE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES YOU PAID TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL CERTAINTY ENGINE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY.

You agree to indemnify, defend, and hold harmless Certainty Engine from any claims, damages, or liabilities (including reasonable legal fees) arising from: (a) your breach of this Agreement; (b) your or Your Customers' violation of applicable law, including data protection and anti-spam laws; (c) content or communications you or Your Customers submit or send through the Platform; or (d) your use of the AI Features.

12. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles, except to the extent a mandatory local consumer-protection or data-protection law requires otherwise. The Parties will first attempt to resolve any dispute informally by contacting [email protected].

13. CHANGES TO THESE TERMS

We may update these Terms from time to time. We will provide notice of material changes (for example, by email or an in-app notice). Your continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

14. CONTACT INFORMATION

General / Support Inquiries: [email protected]

Legal Notices: [email protected] or 170 – 422 Richards Street, Vancouver, BC V6B 2Z4, Canada

Data Protection Inquiries: [email protected]

EXHIBIT A — RELATED DOCUMENTS

The following documents are incorporated by reference into these Terms and together form the complete Certainty Engine legal agreement with our Customers: