Terms of Service

FORESIGHT SOFTWARE, INC. — Effective Date: January 1, 2026

These Terms of Service (these “Terms”) govern your access to and use of the software platform, tools, services, and related offerings (collectively, the “FSI Properties”) provided by Foresight Software, Inc., a Delaware corporation (“Foresight,” “FSI,” “we,” “our,” or “us”). By accessing or using the FSI Properties, you agree to be bound by these Terms. If you do not agree, you may not access or use the FSI Properties.

If you are accessing the FSI Properties on behalf of a company or other legal entity (“Client”), you represent that you have authority to bind that entity to these Terms, in which case “you” refers to that entity. These Terms apply to all users of the FSI Properties, including authorized representatives, employees, contractors, and agents of Client (“Authorized Users”).

Enterprise customers who have executed a Master Services Agreement (“MSA”) with FSI are subject to both these Terms and the applicable MSA. In the event of a conflict between these Terms and a signed MSA, the MSA shall control.

1. The FSI Properties

FSI provides a business-to-business software-as-a-service platform called Foresight™ (the “FSI Platform”), which includes the following proprietary tools and features (each, a “Platform Tool”):

• Value Map™ — A proprietary data model that codifies a Client’s customer success framework, mapping customer outcomes, use cases, and features;
• Value Assessment™ — A tool that captures and structures insights and use cases for a Client’s customer accounts; and
• Value Intelligence™ — An interactive intelligence layer that enables a Client to identify patterns, surface account insights, and generate AI-powered deliverables from processed customer interaction data.

FSI may update, modify, or discontinue features of the FSI Properties at any time, with or without notice, at its sole discretion. FSI will use commercially reasonable efforts to communicate material changes in advance.

2. Access and Authorized Use

Account Registration

To access the FSI Properties, you or your organization must be onboarded by FSI and granted access credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify FSI immediately at info@gainforesight.co if you become aware of any unauthorized access to or use of your account.

Authorized Users

Access to the FSI Properties is limited to Authorized Users as defined by Client’s agreement with FSI. Only directors, officers, employees, independent contractors, and agents of Client may be designated as Authorized Users. Client is responsible for ensuring that all Authorized Users comply with these Terms and for any breach of these Terms by an Authorized User.

Acceptable Use

You agree to use the FSI Properties only for lawful business purposes and in accordance with these Terms. You agree not to:

• Use the FSI Properties in any manner that violates applicable federal, state, local, or international law or regulation;
• Attempt to gain unauthorized access to any portion of the FSI Properties or any system or network connected thereto;
• Reverse engineer, decompile, disassemble, deconstruct, manipulate, or otherwise attempt to derive the source code or underlying algorithms of the FSI Properties;
• Reproduce, redistribute, sell, resell, sublicense, or otherwise transfer access to the FSI Properties to any third party without FSI’s prior written consent;
• Use the FSI Properties to transmit any harmful, unlawful, defamatory, threatening, or otherwise objectionable content;
• Introduce any viruses, worms, Trojan horses, time bombs, or other harmful or malicious code into the FSI Properties or any connected systems; or
• Use the FSI Properties to collect, process, or store any sensitive personal information beyond what is expressly permitted under your agreement with FSI and applicable law.

3. Intellectual Property

FSI Intellectual Property

All right, title, and interest in and to the FSI Properties, including the FSI Platform, all Platform Tools, all Work Product generated by FSI in performing services, and all underlying intellectual property (including software, algorithms, models, documentation, trademarks, and trade secrets), are and shall remain the sole and exclusive property of FSI. Nothing in these Terms grants you any ownership interest in the FSI Properties.

License Grant

Subject to your compliance with these Terms (and, where applicable, your MSA and Order Form), FSI grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the FSI Properties solely for your internal business purposes and solely during the applicable subscription term.

Client Data and User-Generated Content

You retain all right, title, and interest in and to data, content, and materials you provide to or through the FSI Properties (“Client Data”), including call transcripts, CRM data, contact information, and other customer-related information you upload or connect to the FSI Platform. “User-Generated Content” means any output generated by your use of the FSI Properties.

By providing Client Data to the FSI Properties, you grant FSI a non-exclusive, non-transferable, sublicensable license to use, process, and analyze such Client Data solely to provide, maintain, and improve the FSI Properties for your benefit. FSI does not use your Client Data to train general-purpose AI models made available to other customers or third parties.

Feedback

If you provide FSI with feedback, suggestions, or ideas regarding the FSI Properties (“Feedback”), you grant FSI an unrestricted, royalty-free, perpetual license to use such Feedback for any purpose, without any obligation of confidentiality or compensation to you.

4. Artificial Intelligence and Automated Processing

The FSI Properties use artificial intelligence and automated processing technologies, including large language models and machine learning, to analyze Client Data, extract insights, identify patterns, and generate reports, account briefs, and recommendations. This AI processing is designed to support human decision-making and does not autonomously make decisions that produce legal or similarly significant effects on individuals.

FSI uses third-party AI infrastructure providers to power certain processing capabilities. Client Data processed through such providers is governed by FSI’s data processing agreements with those providers and is not used by such providers to train their general-purpose models. A list of current AI sub-processors is available upon request.

AI-generated outputs are provided for informational and decision-support purposes. FSI does not warrant that any AI-generated output is accurate, complete, or suitable for any particular purpose, and you are solely responsible for any decisions made based on such outputs.

5. Confidentiality

Each party acknowledges that, in connection with access to the FSI Properties, it may gain access to Confidential Information of the other party. “Confidential Information” means any non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business plans, technical data, pricing, Client Data, and the terms of any agreement between the parties.

Each party agrees to: (i) hold the other party’s Confidential Information in confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to exercise rights and fulfill obligations under these Terms; and (iii) not disclose Confidential Information to any third party without prior written consent, except to its own representatives on a need-to-know basis who are bound by equivalent confidentiality obligations.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of these Terms; (ii) was already known to the receiving party before disclosure; (iii) is disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

6. Payment

Fees for access to the FSI Properties are set forth in your applicable Order Form or MSA. All fees are due and payable in United States dollars within thirty (30) days of invoice, unless otherwise specified. Fees are exclusive of applicable taxes, which are your responsibility.

Undisputed payments more than sixty (60) days overdue may accrue a late payment surcharge of five percent (5%) per month. FSI reserves the right to suspend or terminate access to the FSI Properties for non-payment after providing written notice and a cure period, as set forth in your MSA or these Terms.

7. Term and Termination

These Terms remain in effect for the duration of your access to the FSI Properties, including any subscription term set forth in an applicable Order Form or MSA. Either party may terminate access if the other materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.

FSI may immediately suspend or terminate your access to the FSI Properties, without liability, if: (i) you violate any provision of these Terms; (ii) FSI is required to do so by law; or (iii) continued access creates a security or legal risk to FSI or any third party.

Upon termination or expiration: (i) all licenses granted under these Terms shall immediately cease; (ii) you must immediately discontinue all use of the FSI Properties; and (iii) each party shall return or destroy the other party’s Confidential Information upon request. Sections 3, 5, 8, 9, 10, and 11 of these Terms shall survive termination or expiration.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED MSA OR ORDER FORM, THE FSI PROPERTIES ARE PROVIDED “AS IS” AND FSI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FSI DOES NOT WARRANT THAT THE FSI PROPERTIES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE, OR THAT ANY PARTICULAR RESULT OR OUTCOME WILL BE ACHIEVED THROUGH USE OF THE FSI PROPERTIES. ALL THIRD-PARTY MATERIALS INTEGRATED INTO THE FSI PROPERTIES ARE PROVIDED “AS IS.”

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FSI, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE FSI PROPERTIES, REGARDLESS OF WHETHER FSI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FSI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO FSI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS DO NOT APPLY TO FSI’S LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, A SECURITY BREACH OF CLIENT DATA, OR FSI’S INDEMNIFICATION OBLIGATIONS.

10. Indemnification

You agree to defend, indemnify, and hold harmless FSI and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your use of the FSI Properties in violation of these Terms; (ii) your Client Data, including any claim that such data infringes or misappropriates any third-party intellectual property or privacy rights; or (iii) your violation of any applicable law or regulation in connection with your use of the FSI Properties.

11. General Terms

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-laws principles. Any dispute arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and you hereby irrevocably consent to such jurisdiction and venue.

No Relationship

The relationship between FSI and you is that of independent contractors. Nothing in these Terms creates or is intended to create a partnership, joint venture, agency, or employment relationship between the parties.

Force Majeure

FSI shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, governmental actions, or pandemics occurring after the effective date of your agreement with FSI. FSI will use commercially reasonable efforts to resume performance as soon as practicable and will provide prompt written notice of any Force Majeure event.

Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without FSI’s prior written consent. FSI may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be void.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

Entire Agreement

These Terms, together with any applicable MSA, Order Form, and Privacy Policy, constitute the entire agreement between you and FSI with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, and representations. In the event of a conflict between these Terms and a signed MSA, the MSA shall control.

Modifications to These Terms

FSI reserves the right to modify these Terms at any time. We will provide notice of material changes by posting updated Terms on our website and updating the effective date above. Your continued use of the FSI Properties following such notice constitutes your acceptance of the updated Terms.

Waiver

The failure of FSI to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of FSI.

12. Export Controls

You agree not to use, distribute, transfer, or transmit the FSI Properties or any related technical data except in compliance with applicable U.S. export laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. export restrictions.

13. Contact Us

If you have any questions, concerns, or requests relating to these Terms, please contact us at:

Address: 500 Harpeth Trace Drive, Nashville, TN 37221
Email: info@gainforesight.co
Phone: +1 (615) 571-6976