Effective date: August 15, 2026 Last updated: August 14, 2026 Version: 3.3

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1. Parties & Agreement

These Terms and Conditions ("Terms") constitute a legally binding agreement between:

"Needlz" (also "we," "us," "our") — Growth Leaps, a company incorporated under the laws of the District of Columbia, United States, registered number EIN 41-3286426, with registered address at 3206 Warder St NW, Washington, DC 20010, USA

and

"You" / "User" / "Customer" — the individual or legal entity accessing or using the needlz.ai platform.

By creating an account, clicking "I Agree," making a payment, or otherwise accessing or using the platform, you agree to be bound by these Terms in full. If you do not agree, do not use the platform.

The Platform is designed and offered for business and professional use. Where you nonetheless qualify as a consumer under the mandatory law of your country of residence, Section 21 applies to you and prevails over any conflicting provision of these Terms.

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2. Definitions

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3. The Service — What Needlz Does and Does Not Do

What Needlz does:

• Builds a map of buyer questions for a Managed Brand and measures how AI Answer Engines answer them
• Computes Measurements — whether the brand is named, how warmly, in what position, versus which competitors, and from which sources — for one or more Markets
• Identifies public conversations on Third-Party Platforms that feed those answers, and ranks them by likely impact
• Drafts AI Suggestions — reply drafts intended for your review, editing, and publication by a human
• Records outcomes of replies you tell us you have posted, by reading publicly available signals, so the Platform can report on and improve its suggestions
• Generates Reports you can export and share

What Needlz does NOT do:

• Post content on your behalf or operate your Third-Party Platform accounts
• Guarantee that any AI Suggestion is accurate, appropriate, or compliant with third-party rules
• Guarantee any particular citation, recommendation, ranking, visibility level, or business outcome
• Guarantee that any specific AI Answer Engine, Market, or Third-Party Platform will be covered, or remain covered, at any given time
• Guarantee uninterrupted, error-free, or virus-free service

Every action you take on a Third-Party Platform is taken by you, using your own accounts, under your own authority and at your own risk.

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4. AI Suggestions — Suggestions Only

THIS IS THE MOST IMPORTANT SECTION FOR YOUR DAILY USE OF THE PLATFORM.

Needlz provides suggestions. Not instructions. Not guarantees.

All AI-generated content is a starting point for your review. A human — you — must take ultimate responsibility for every piece of content published.

AI Suggestions may be:

• Factually inaccurate or outdated
• Inappropriate for a specific community or context
• Non-compliant with a Third-Party Platform's terms or community rules
• Subject to copyright uncertainty (AI-generated text may not be protectable in all jurisdictions)
• Identical or similar to content generated for other users

Before posting any AI Suggestion you must:

1. Read and understand it fully
2. Verify it is factually accurate for your brand
3. Check it complies with the rules of the platform you intend to post on
4. Edit it to reflect your authentic voice
5. Add any required commercial disclosure

Failure to do so is entirely your responsibility. Needlz is not liable for consequences arising from content you choose to post.

4.1 Disclosure Is On By Default

The Platform generates AI Suggestions that disclose your affiliation with the Managed Brand by default. You may switch that default off. If you do, you accept sole responsibility for every legal and platform-rule consequence, including under advertising and endorsement law (Section 5), and we will record that choice on your account.

4.2 AI Transparency Obligations

Where you publish AI-generated or AI-assisted text, you are responsible for any applicable transparency obligation — including, for users and content in the European Union, the transparency requirements of Regulation (EU) 2024/1689 (the "AI Act"), which apply from 2 August 2026. Needlz's disclosure-by-default design supports compliance but does not discharge your obligation.

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5. User Responsibilities

You are solely responsible for:

• Reading and complying with the terms of service, community rules, and guidelines of every Third-Party Platform on which you post
• All content you post, whether or not it originated as an AI Suggestion
• Maintaining the security of your Needlz credentials and all Third-Party Platform accounts
• Ensuring your use does not constitute spam, astroturfing, coordinated inauthentic behavior, vote manipulation, or platform abuse
• Complying with all advertising and endorsement disclosure laws applicable to you, including:
  • FTC Endorsement Guides (USA)
  • ASA CAP Code (UK)
  • EU Directive on Unfair Commercial Practices, and national implementations (in France, the Code de la consommation and ARPP recommendations)
  • In Brazil, the Consumer Defence Code (Law 8.078/1990) and CONAR advertising self-regulation
  • Any equivalent regulation in your jurisdiction
• Obtaining all necessary rights and permissions to promote the brands you represent
• Complying with all applicable laws (consumer protection, privacy, defamation, competition law)

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6. Account Bans, Suspensions & Third-Party Platform Risk

NEEDLZ BEARS NO LIABILITY WHATSOEVER FOR ACCOUNT BANS OR PLATFORM ENFORCEMENT ACTIONS. READ THIS SECTION IN FULL.

6.1 Platform Independence

Third-Party Platforms are independently operated companies. They enforce their own terms of service and community rules at their sole discretion, at any time, with or without notice. Their enforcement decisions — including warnings, restrictions, shadow bans, suspensions, and permanent bans — are entirely outside Needlz's control, knowledge, or influence.

6.2 Full Risk Assumption

You expressly assume all risk associated with posting content on Third-Party Platforms, including content that originated as a Needlz AI Suggestion. You acknowledge that:

• Third-Party Platforms actively detect and may penalise content they deem to be commercial, inauthentic, AI-generated, or in violation of their policies
• Needlz has no ability to predict, prevent, or reverse any moderation decision
• Safety indicators shown in the Platform (including any "safe", "caution", or "skip" style guidance and pacing recommendations) are heuristics offered for your judgement, not assurances of compliance
• Platform rules and enforcement practices change frequently and without notice

6.3 Zero Liability for Bans

Whether your account on any Third-Party Platform is warned, restricted, shadow-banned, suspended, or permanently banned — for any reason, including direct or indirect use of AI Suggestions — Needlz has zero liability of any kind. This applies regardless of whether you followed Needlz's guidance or acted on your own judgement.

6.4 No Refunds for Bans

A ban, suspension, or restriction on a Third-Party Platform does not entitle you to a refund of any Needlz subscription fees, whether in full or in part.

6.5 Waiver of Claims

You irrevocably waive any and all claims, demands, legal actions, and proceedings against Needlz, its founders, directors, employees, contractors, and agents, arising from or related to any account restriction, suspension, or ban on any Third-Party Platform. This waiver applies whether the claim sounds in contract, tort, negligence, or any other legal theory, and applies to the fullest extent permitted by the law applicable to you.

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7. Acceptable Use

You must not use the Platform to:

• Post repetitive, unsolicited, or mass-volume content (spam)
• Disguise commercial promotion as organic opinion without required disclosure (astroturfing)
• Coordinate multiple accounts to artificially amplify content (coordinated inauthentic behavior)
• Manipulate voting, engagement, or ranking systems on any platform
• Impersonate any person or entity you are not authorised to represent
• Spread knowingly false or misleading information
• Harass, threaten, or harm any individual or group
• Post defamatory or unlawfully discriminatory content
• Violate any Third-Party Platform's terms of service or community rules
• Promote unlawful products, services, or activities
• Circumvent, hack, or probe the security of the Platform or any Third-Party Platform
• Reverse-engineer, decompile, or extract Needlz's AI models (including NDLZ-1), source code, or proprietary data
• Use Measurements, Reports, or Platform outputs to train, build, benchmark, or improve a competing product or model
• Resell or sublicense access to the Platform except as permitted under Section 8
• Export or re-export the Platform in violation of applicable export control laws

The full rules are in our Acceptable Use Policy, incorporated by reference. Violation may result in immediate account suspension or termination without refund. We may also report illegal activity to the relevant authorities.

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8. Agencies, Multi-Brand Use & Client Work

This Section applies where you use the Platform for brands other than your own.

8.1 Your Authority

You represent and warrant that, for every Managed Brand you configure, you hold all necessary authority, rights, and permissions from the brand owner to monitor it, to represent it in public conversations, and to submit its information to the Platform. You will provide evidence of that authority on request.

8.2 You Remain Responsible to Your Clients

Your relationship with your clients is yours alone. Needlz has no contractual relationship with your clients, provides no undertakings to them, and accepts no liability toward them. You are responsible for the results you promise, the reports you deliver, the replies posted for a client, and for holding all approvals needed before anything is published.

8.3 Client Data

Where you submit personal data belonging to a client, you warrant you have the lawful basis and authority to do so. As between you and Needlz, you act as controller and Needlz as processor for that data (see the Data Processing Agreement).

8.4 White-Label and Resale

Where your plan expressly includes white-label Reports, you may present Reports under your own brand to your clients. You must not misrepresent the origin, method, or accuracy of Measurements, must not present projections or estimates as measured data, and must not remove or alter any accuracy or methodology statement in a Report. Except as expressly permitted by your plan or a written agreement with us, you may not resell, sublicense, or provide Platform access to third parties.

8.5 Separate Identities

Each person posting on a Third-Party Platform must use their own genuine account and disclose their own affiliation. Using the Platform to coordinate several brand-affiliated accounts into the same conversation is prohibited (see the Acceptable Use Policy).

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9. Measurement, Coverage & Fair Use

9.1 Measurement Is a Sample, Not a Census

Measurements are computed from a bounded sample of buyer questions, taken at points in time, from specified Markets. AI Answer Engines are probabilistic and non-deterministic: identical questions can produce different answers minutes apart, and answers vary by user, location, device, and history. Measurements therefore describe what we observed, when we observed it — they are not a complete, guaranteed, or reproducible account of what any engine will say to any person.

9.2 Coverage Changes

We collect AI Answer Engine results from those engines' publicly available interfaces — for some engines from their public consumer interfaces via third-party data providers, and for others directly through the engine provider's API. The AI Answer Engines, Markets, Third-Party Platforms, and data sources we support may change at any time, including because a third party changes its access rules, pricing, or technology. We will use reasonable efforts to maintain the coverage described for your plan, but coverage of any specific engine, market, or platform is not guaranteed and is not a condition of the Subscription.

9.3 Plan Limits and Fair Use

Your plan defines limits (for example: questions or coverage tracked, Managed Brands, Markets, refresh frequency). Limits applicable to you are those in effect when you subscribed or renewed, as shown in your account. We may apply reasonable technical measures — including rate limits, queueing, and pacing — to protect the service, control costs, and prevent abuse. Excessive or automated use beyond your plan may be throttled or suspended after notice, except where immediate action is needed to protect the Platform.

9.4 Add-Ons

Some coverage is sold as an optional paid Add-On rather than being included in a plan — including coverage of certain AI Answer Engines. An Add-On applies only while it is active on your account, is billed in addition to your plan fee on the same billing cycle, and can be cancelled independently of the Subscription (taking effect at the end of the current period). Cancelling an Add-On does not cancel the Subscription, and cancelling the Subscription ends any Add-On with it. Sections 9.1–9.3 apply to Add-On coverage in the same way as to included coverage.

9.5 No Guarantee of Results

Nothing in the Platform, our website, our marketing, or any Report is a promise that your brand will be recommended, cited, or ranked by any AI Answer Engine, or that visibility will improve.

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10. Reports & Exports

Reports are generated from your stored Measurements. You may use, share, and publish Reports for your own business purposes or, where your plan permits, for your clients. You are responsible for how you present and interpret them. You must not alter a Report so as to misstate what was measured, the period covered, the Markets covered, or the fact that figures are measurements rather than projections or guarantees.

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11. Intellectual Property

11.1 Needlz IP

The Platform, its code, design, trademarks, trade names, methodologies, scoring and prioritisation logic, and AI systems — including NDLZ-1 — are owned by or licensed to Needlz. You receive a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Platform for your internal business purposes (and, for Agency Customers, to serve the Managed Brands permitted by your plan) during your active Subscription.

11.2 Your Content

You retain ownership of content you create or upload. You grant Needlz a limited, worldwide, royalty-free licence to host, process, and display your content solely to deliver and support the Service to you.

11.3 Service Improvement

Needlz may use aggregated and de-identified information derived from Platform usage — information that does not identify you, your Managed Brands, or any individual — to operate, secure, analyse, and improve the Service and its models. We do not use your confidential brand content or personal data to train models for the benefit of other customers, and we do not sell your data. See the Privacy Policy for detail and, where applicable, your objection rights.

11.4 AI Suggestions — Copyright Uncertainty

AI-generated text may not qualify for copyright protection under the laws of various jurisdictions (including the US, UK, and EU, where human authorship is typically required). Needlz makes no warranty of copyright ownership or originality in any AI Suggestion. You are responsible for ensuring any content you publish does not infringe third-party rights.

11.5 Feedback

Any ideas, suggestions, or feedback you submit to Needlz may be used by us freely, without restriction, obligation, or compensation to you.

11.6 Copyright Infringement Notices

If you believe content on the Platform infringes your copyright, send a notice to contact@needlz.ai including: (a) identification of the work; (b) identification of the infringing material; (c) your contact details; (d) a good-faith belief statement; (e) a statement of accuracy under penalty of perjury; (f) your signature. We will respond in accordance with applicable law, including the US DMCA, and will forward counter-notices as required.

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12. Subscriptions, Billing, Trials & Refunds

• Plans and currency: Prices, plan limits, and available currencies are those shown at checkout for your country. Where we display a price in a local currency, your bank or card issuer may apply conversion and cross-border charges we do not control.
• Free trials: A free trial gives you time-limited access on the terms stated at sign-up. A no-card trial does not convert automatically and you are never charged for it — when it ends, access simply stops unless you choose to subscribe. Where a trial is offered on a card-required basis, that will be stated at sign-up, and in that case the Subscription begins and the applicable fee is charged unless you cancel before the trial ends. Trial length, coverage and availability are those stated at sign-up and may change at any time (see Changing or discontinuing plans, add-ons and features below); we may limit trials to one per person, brand or organisation, and withdraw a trial we reasonably believe is being abused.
• Recurring billing: By subscribing, you authorise Needlz (or its payment processor) to charge your payment method on a recurring basis at the current plan price until cancelled.
• Payment processors and seller of record: Payments are processed by third-party providers (currently Stripe). We may appoint a merchant-of-record or reseller in certain countries; where we do, that entity is the seller and invoicing party for your purchase, its terms apply to the payment transaction, and these Terms continue to govern your use of the Platform. Payment methods offered vary by country; some methods (for example instant bank transfers such as Pix in Brazil) may be available only for prepaid or non-recurring terms.
• Taxes and duties: Prices exclude taxes unless stated otherwise. You are responsible for all VAT, GST, sales tax, withholding tax, import charges, and transaction taxes applicable to you, including any financial-operations or currency tax levied in your country on cross-border payments. Where we are required to collect or remit a tax, it will be added at checkout.
• Cancellation: You may cancel at any time from your account. Cancellation takes effect at the end of the current billing period. Except where Section 21 or mandatory law provides otherwise, fees already paid are non-refundable and there are no partial-period refunds.
• Price changes: We may change the price of any plan, Add-On or pack at any time and at our sole discretion. Changes to a recurring price take effect at your next renewal and we will give you at least 30 days' notice before that renewal. Continued use after the effective date is acceptance. If you do not accept a new price, cancel before the effective date and you will not be charged it.
• Changing or discontinuing plans, add-ons and features: We may introduce, change, re-package, re-price or discontinue any plan, Add-On, pack or feature at any time. If we discontinue something you are actively paying for, we will give you at least 30 days' notice and refund any prepaid, unused portion of that item; we are not otherwise obliged to keep any particular plan, price or feature available.
• Disputed charges: Disputes must be raised within 30 days of the charge date.
• Suspension for non-payment: Accounts with overdue payments may be suspended until payment is received.
• No refunds for bans: See Section 6.4.

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13. Beta Features

Needlz may make beta, preview, or early-access features available to you — which may include new AI Answer Engines, new Markets, predictive features, and experimental Reports. These are provided AS IS, without any warranty, may be inaccurate, and may be changed or discontinued at any time without notice. Do not rely on beta features for business-critical decisions. Feedback you provide on beta features may be used by Needlz without restriction.

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14. DISCLAIMER OF WARRANTIES

THE FOLLOWING DISCLAIMER IS LEGALLY REQUIRED TO BE CONSPICUOUS. PLEASE READ IT.

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEEDLZ EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES
• WARRANTIES THAT AI SUGGESTIONS WILL BE ACCURATE, COMPLETE, APPROPRIATE, OR FIT FOR ANY PURPOSE
• WARRANTIES THAT MEASUREMENTS OR REPORTS ARE COMPLETE, REPRODUCIBLE, OR REPRESENTATIVE OF WHAT ANY AI ANSWER ENGINE WILL SAY TO ANY PERSON
• WARRANTIES THAT USE OF THE PLATFORM WILL PRODUCE ANY PARTICULAR BUSINESS OUTCOME, CITATION, RECOMMENDATION, OR RANKING
• WARRANTIES THAT AI SUGGESTIONS OR SAFETY INDICATORS WILL COMPLY WITH THE RULES OF ANY THIRD-PARTY PLATFORM

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE EXCLUSIONS ABOVE APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTHING HERE AFFECTS MANDATORY STATUTORY GUARANTEES (SEE SECTION 21).

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15. LIMITATION OF LIABILITY

15.1 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEEDLZ'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO NEEDLZ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.2 Consequential Damages Exclusion

IN NO EVENT SHALL NEEDLZ BE LIABLE — UNDER ANY LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) — FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS
• LOSS OF DATA, GOODWILL, OR BUSINESS OPPORTUNITY
• ACCOUNT BANS, SUSPENSIONS, OR RESTRICTIONS ON ANY THIRD-PARTY PLATFORM
• REPUTATIONAL HARM OR BRAND DAMAGE
• LOSS ARISING FROM YOUR CLIENTS' CLAIMS AGAINST YOU
• COST OF SUBSTITUTE OR REPLACEMENT SERVICES

EVEN IF NEEDLZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Enhanced Cap for Data Breaches

Notwithstanding Section 15.1, Needlz's liability for breaches of its data security obligations shall not exceed three times (3x) the aggregate cap in Section 15.1.

15.4 Exceptions

Nothing in these Terms limits Needlz's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by our negligence; (c) gross negligence or wilful misconduct where such limitation is not permitted; (d) any other liability that cannot be excluded or limited by applicable law.

15.5 Jurisdiction-Specific

Some jurisdictions do not permit the exclusion or limitation of certain damages or of liability toward consumers. In those jurisdictions our liability is limited to the fullest extent permitted by law, and Section 21 prevails.

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16. Indemnification

You agree to indemnify, defend (at Needlz's option), and hold harmless Needlz and its officers, directors, founders, employees, contractors, and agents ("Needlz Parties") from and against all claims, liabilities, damages, losses, penalties, and expenses (including reasonable legal fees) arising out of or related to:

• Your access to or use of the Platform
• Content you post on any Third-Party Platform using or inspired by AI Suggestions
• Your violation of these Terms or the Acceptable Use Policy
• Your violation of the terms of service, rules, or guidelines of any Third-Party Platform
• Your infringement of any third-party intellectual property, privacy, or other rights
• Any claim by a Third-Party Platform that your activities constituted spam, inauthentic behavior, or policy violation
• Your violation of any applicable advertising disclosure or AI transparency law
• Any claim brought by, or in respect of, a Managed Brand or client of yours, including claims about Reports you delivered or replies posted for them
• Your misrepresentation of your authority to bind a company or other entity

Needlz reserves the right, at your expense, to assume exclusive control of any matter subject to indemnification. You will cooperate with our defence of such claims. This Section does not apply to the extent prohibited by the mandatory law applicable to a consumer.

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17. Mutual Confidentiality

Each party agrees to keep the other's Confidential Information confidential, not to disclose it to third parties without consent, and to use it only in connection with these Terms. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was already known to the receiving party; (c) is independently developed; or (d) must be disclosed by law (with prompt prior notice where permitted).

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18. Data Protection

18.1 Contacting you by WhatsApp, SMS and email

When you sign up you may give us a mobile number. If you do, and you give your consent at sign-up, you agree that Needlz may contact you at that number by WhatsApp message, SMS/text, or a voice call, and at your email address, for:

• Service messages — your first results being ready, a scan completing, your trial ending, billing and security notices, and anything else needed to provide the Platform to you; and
• Product and marketing messages — onboarding help, new features, offers and other news about Needlz.

Your control over this:

• Message and data rates may apply, and message frequency varies.
• You can withdraw consent at any time — reply STOP to any WhatsApp or SMS message, use the opt-out in any email, or contact us at the address in Section 24. Withdrawal takes effect promptly and does not affect the lawfulness of messages sent before it.
• Opting out of product and marketing messages does not stop service messages, which are part of providing the Platform to you.
• We do not sell or rent your number, and we do not use it for anything other than the purposes above.

Your number is processed in accordance with our Privacy Policy. Where consent is the legal basis for a message, we rely on the consent you give at sign-up.

18.2 General

Needlz processes personal data in accordance with its Privacy Policy, incorporated by reference. Where you submit personal data that you control — including data relating to your clients' brands and personnel — our Data Processing Agreement applies and governs that processing under the GDPR, UK GDPR, and Brazil's LGPD as applicable. International transfers are made under the safeguards described in the Privacy Policy and DPA, including the European Commission's Standard Contractual Clauses and the ANPD's standard contractual clauses for transfers of Brazilian personal data.

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19. Termination

19.1 By Needlz

We may suspend or terminate your access immediately, without prior notice or liability, if we believe you have: (a) violated these Terms or the Acceptable Use Policy; (b) engaged in fraudulent, abusive, or illegal conduct; (c) caused harm to other users, Needlz, communities, or Third-Party Platforms; or (d) failed to pay fees when due. Where the law requires notice or a cure period before termination, we will comply with it.

19.2 By You

You may terminate your account at any time from your account settings. Termination takes effect at the end of the current billing period.

19.3 Effect of Termination

Upon termination, your right to use the Platform ceases immediately. You are responsible for exporting any Reports or data you wish to keep before termination takes effect. Needlz may delete your data after the retention period set out in the Privacy Policy. Sections 4, 6, 8.2, 11, 14, 15, 16, 17, 20, 21, 22, and 23 survive termination.

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20. Dispute Resolution

Section 21 modifies this Section for consumers in the EU/EEA, the UK, and Brazil. Where they conflict, Section 21 prevails.

20.1 Informal Resolution First

Before filing any legal claim, you agree to contact contact@needlz.ai describing the dispute in reasonable detail and giving us 30 days to attempt to resolve it informally.

20.2 Binding Arbitration (where permitted)

For Users in jurisdictions where pre-dispute arbitration agreements are permitted and enforceable (including the United States), any dispute not resolved informally within 30 days shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its then-current Commercial Arbitration Rules (or Consumer Arbitration Rules where applicable). The arbitration shall be seated in Washington, D.C. or, at your election, conducted by video conference or on documents alone.

You may opt out of arbitration by notifying us in writing at contact@needlz.ai within 30 days of first accepting these Terms. Opting out does not affect any other provision of these Terms.

20.3 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NEEDLZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. This waiver does not apply where prohibited by mandatory law, including in respect of collective consumer actions in Brazil and the European Union.

20.4 Jury Trial Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NEEDLZ EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM.

20.5 Governing Law

These Terms are governed by the laws of the District of Columbia, United States, without regard to conflict-of-law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. This choice does not deprive a consumer of the protection of mandatory provisions of the law of their country of habitual residence.

20.6 Courts

For matters not subject to arbitration, the parties submit to the exclusive jurisdiction of the courts of Washington, D.C., United States, except where mandatory law gives you the right to proceed in the courts of your own country or domicile.

20.7 Time Limit on Claims

Any claim arising out of these Terms must be brought within one (1) year of the date the cause of action arose, except where a longer period is required by mandatory law (including consumer law in the EU and Brazil). Claims not brought within the applicable period are permanently barred.

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21. Country-Specific Terms

If you are located in one of the territories below, the following applies to you and prevails over any conflicting provision of these Terms.

21.1 European Union and European Economic Area (including France)

• Consumer rights are unaffected. Nothing in these Terms excludes or limits your mandatory statutory rights, including rights of conformity and legal guarantees.
• Right of withdrawal (consumers). If you are a consumer, you have 14 days from the conclusion of the contract to withdraw without giving a reason. To withdraw, tell us at contact@needlz.ai before the period expires. Where you have asked us to begin the service during the withdrawal period and it is fully performed, or where you expressly acknowledge losing the right on full performance, the right may end early; otherwise, we will refund amounts paid, less an amount proportionate to the service supplied up to withdrawal.
• Arbitration and class waivers. Sections 20.2 to 20.4 do not apply to consumers. You may bring proceedings in the courts of your Member State of residence, and we will bring proceedings against you only there.
• Dispute resolution and mediation. The European Commission's Online Dispute Resolution platform ceased operating on 20 July 2025. EU consumers can find national alternative dispute-resolution bodies via the European Commission's consumer-redress pages, or contact their national European Consumer Centre for cross-border disputes.
• France — consumer mediation. Consumers resident in France may, after a written complaint to us, refer the dispute free of charge to a consumer mediator ("médiateur de la consommation"); details of our designated mediator are available at contact@needlz.ai and will be published on this page once appointed. French consumers may also bring proceedings before the courts of their place of residence.
• France — language. These Terms and our Privacy Policy are published in English. Where we make a French translation available, it is provided for convenience and the English version governs, except where the mandatory law of your place of residence provides otherwise.
• Data protection. The GDPR governs our processing of your personal data, as described in the Privacy Policy and the Data Processing Agreement. You may complain to your national supervisory authority (in France, the CNIL).
• AI transparency. From 2 August 2026, EU transparency obligations under the AI Act apply to certain AI-generated content. See Section 4.2.

21.2 Brazil

• Consumer Defence Code. If you qualify as a consumer under Law 8.078/1990 (the "CDC"), your rights under the CDC apply in full and prevail over any conflicting term. Terms that would be void under Article 51 of the CDC do not apply to you.
• Right of regret (arrependimento). Consumers contracting at a distance may cancel within 7 days of contracting, without giving a reason, and receive a refund of amounts paid, updated as required by law. Request it at contact@needlz.ai.
• Arbitration and class waivers. Section 20.2 does not impose compulsory arbitration on Brazilian consumers, and Section 20.3 does not restrict collective actions in Brazil. Consumers may bring proceedings in the courts of their own domicile.
• Liability. Limitations and exclusions in Sections 14 to 16 apply only to the extent permitted by Brazilian law and do not limit supplier liability toward consumers where the CDC prohibits it.
• Data protection. Our processing of personal data of individuals in Brazil is governed by the LGPD (Law 13.709/2018). Transfers of Brazilian personal data outside Brazil are made under the ANPD's standard contractual clauses (Resolution CD/ANPD No. 19/2024) or another lawful transfer mechanism. You may petition the ANPD. Our contact point for LGPD matters is contact@needlz.ai.
• Internet law. The Marco Civil da Internet (Law 12.965/2014) applies to our provision of the service to users in Brazil.
• Payments and taxes. Where we bill in a foreign currency, Brazilian financial-operations tax (IOF) and any bank or card charges on cross-border payments are borne by you. As Brazil's consumption-tax reform (CBS/IBS) takes effect for non-resident digital suppliers, we will register and charge the applicable taxes as required, and prices will be shown accordingly at checkout.
• Language. These Terms and our Privacy Policy are published in English. Where we make a Brazilian Portuguese translation available, it is provided for convenience and the English version governs, except where the mandatory law of your place of residence provides otherwise.

21.3 Spanish-Speaking Latin America

These provisions apply to Users in Mexico, Argentina, Colombia, Chile, and other Spanish-speaking countries of Latin America where we make the Platform available.

• Consumer protection. Where you qualify as a consumer under your national consumer protection law — including Mexico's Ley Federal de Protección al Consumidor (PROFECO), Argentina's Ley 24.240, Colombia's Ley 1480/2011, and Chile's Ley 19.496 — those rights apply in full and prevail over any conflicting term. Clauses that are abusive or void under that law do not apply to you.
• Withdrawal / retraction. Consumers contracting at a distance may cancel within the period their national law provides, without giving a reason, and receive a refund of amounts paid. That period is, for example, 10 business days in Argentina, 5 business days in Colombia, and 10 days in Chile; where your law provides a longer period, the longer period applies. Request it at contact@needlz.ai, or — for consumers in Argentina — using the cancellation ("arrepentimiento") link we publish on our site.
• Data protection. Our processing of your personal data is governed by your national data protection law, including Mexico's Federal Law on Protection of Personal Data Held by Private Parties (as enacted in March 2025, supervised by the Secretaría Anticorrupción y Buen Gobierno, and including your ARCO rights), Argentina's Ley 25.326 (AAIP), Colombia's Ley 1581/2012 (Superintendencia de Industria y Comercio), and Chile's data protection legislation. You may complain to your national authority. International transfers are made under the mechanism required by your national law; see the Privacy Policy.
• Arbitration and collective actions. Sections 20.2 to 20.4 do not impose compulsory arbitration on consumers in these countries and do not restrict collective or class actions where national law protects them. Consumers may bring proceedings before the courts or consumer authorities of their own domicile.
• Language. These Terms and our Privacy Policy are published in English. Where we make a Spanish translation available, it is provided for convenience and the English version governs, except where the mandatory law of your country of residence provides otherwise.
• Taxes and payments. Prices exclude national and local taxes unless stated. Bank, card, or currency-conversion charges applied by your payment provider on cross-border payments are borne by you.

21.4 United Kingdom

The UK GDPR and Data Protection Act 2018 govern our processing of your personal data. Consumers retain their rights under the Consumer Rights Act 2015 and may bring proceedings in the courts of their place of residence. Sections 20.2 to 20.4 do not apply to UK consumers.

21.5 United States

For US Users, Sections 20.2 to 20.4 apply in full unless you opt out of arbitration as described in Section 20.2. Nothing in these Terms waives rights that cannot be waived under applicable state consumer law.

21.6 Languages

These Terms and our Privacy Policy are published in English, and the English version governs. The Platform interface is available in English, French and Brazilian Portuguese. Where we make a translation of these Terms available, it is provided for your convenience only; it does not replace this English text, except where the mandatory law of your place of residence provides otherwise.

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22. Export Controls & Sanctions

You agree to comply with all applicable export control and economic sanctions laws, including those of the US (EAR, OFAC), EU, and UK. You represent that you are not located in, incorporated under the laws of, or a national of any country subject to a comprehensive embargo, and are not listed on any government restricted-party list. You will not access or use the Platform in any manner that would violate applicable export controls or sanctions.

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23. General / Miscellaneous

• Entire agreement: These Terms, the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the AI Content Disclaimer, the Data Processing Agreement, and any executed order forms constitute the entire agreement between the parties and supersede all prior understandings.
• Severability: If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in full force.
• Waiver: Failure to enforce any provision is not a waiver of that or any other provision.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. Needlz may assign its rights, including in a merger, acquisition, or asset sale, with 30 days' notice to you.
• Force majeure: Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including outages or policy changes at Third-Party Platforms, AI Answer Engines, or data providers, internet failures, acts of God, or government action.
• No partnership: Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship.
• No third-party beneficiaries: These Terms are for the benefit of the parties only, except that Needlz Parties are express third-party beneficiaries of Sections 15 and 16.
• Language: The controlling language of these Terms is English, subject to Section 21 for consumers in France and Brazil. Translations are provided for convenience.
• Notices: Notices to Needlz must be sent to contact@needlz.ai. Notices to you will be sent to the email address on your account.
• Changes: We may update these Terms. We will provide at least 14 days' notice of material changes by email or in-product notice. Continued use after the effective date constitutes acceptance. If you disagree, you may cancel before the effective date; where mandatory law gives you a right to terminate on notice of a change, that right applies.

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24. Contact

Growth Leaps 3206 Warder St NW, Washington, DC 20010, USA contact@needlz.ai

For privacy matters: contact@needlz.ai For billing matters: contact@needlz.ai

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