theNeedle Terms of Service

These theNeedle Terms of Service ("Terms") govern access to and use of theNeedle, an email-intelligence and attention-management product operated by Crescentic LLC ("Crescentic," "we," "our," or "us").

By creating an account, selecting "I agree," purchasing a subscription, or using theNeedle after being presented with these Terms, you agree to these Terms. If you do not agree, do not create an account or use theNeedle.

These Terms incorporate:

• theNeedle Privacy Notice
• theNeedle SMS Messaging Terms, when you enroll in SMS
• Purchase, subscription, and plan disclosures presented to you
• Other notices expressly incorporated into these Terms

Crescentic's public websites are separately governed by its Website Terms of Use.

You must be at least 18 years old and legally capable of entering into a binding agreement to create a theNeedle account.

You may use theNeedle only for email accounts and information that you are legally authorized to access.

If you use theNeedle on behalf of an organization, you represent that you have authority to bind that organization and authorize the applicable email connections.

theNeedle uses automated technology to help users identify, organize, summarize, prioritize, and monitor communications that may deserve attention. Depending on the features available and enabled, theNeedle may:

• Prioritize messages
• Identify potentially urgent or time-sensitive communications
• Generate summaries
• Identify possible deadlines and action items
• Monitor sent communications for which no response has been detected
• Identify recurring, subscription, bulk, or lower-priority communications
• Generate reminders, alerts, and periodic reports
• Help users review multiple connected inboxes

Features may vary by plan, platform, email provider, geography, and release stage.

theNeedle is a supplemental attention and decision-support tool. It is not a substitute for directly accessing, reviewing, searching, maintaining, or backing up your underlying email account.

You remain solely responsible for:

• Reviewing your inbox and other folders
• Identifying important communications
• Responding to messages
• Meeting deadlines
• Attending meetings and appointments
• Reading legal, financial, employment, tax, medical, family, and other material communications
• Maintaining access to your underlying email account
• Confirming information before acting on it

You must not rely on theNeedle as your only method for identifying or responding to important communications.

theNeedle may:

• Fail to identify an important message
• Assign an incorrect priority
• Misinterpret a sender, request, date, deadline, or context
• Produce an incomplete or inaccurate summary
• Fail to detect a response
• Identify an item as unanswered when a response occurred elsewhere
• Surface information after it is no longer timely
• Generate a false positive
• Be affected by synchronization delays, provider outages, permission changes, or technical failures

No classification, alert, reminder, summary, or report is guaranteed to be accurate, complete, timely, or suitable for a particular purpose. You are responsible for independently reviewing material communications and applying your own judgment.

You must provide accurate account information and keep it current. You are responsible for:

• Protecting your device, email account, authentication method, and recovery information
• Reviewing account and connection activity
• Promptly reporting suspected unauthorized access
• Ensuring that anyone using your account has appropriate authority
• Maintaining the security of connected email accounts

You may not share authentication credentials in a manner that defeats Crescentic's access controls. Crescentic may require account, identity, or authorization verification and may restrict access where it reasonably suspects unauthorized activity.

You may authorize theNeedle to connect to supported email accounts.

By connecting an account, you represent that:

• You own or are authorized to access the account
• You are authorized to grant the permissions requested
• Your use complies with applicable law and organizational policies
• Your use does not violate another person's privacy, confidentiality, contractual, or intellectual-property rights

You authorize Crescentic and its email-connectivity providers to access and process information made available through the permissions you grant. The permissions and information available depend on the email provider and features selected.

Unless a feature is clearly disclosed and separately authorized, theNeedle does not send, delete, archive, move, or modify messages in the underlying account.

You may disconnect an account through available application or provider controls. Disconnecting an account does not automatically cancel a subscription or delete previously processed information.

theNeedle depends on third-party providers that may include:

• Email providers
• Email-connectivity providers
• Authentication services
• Artificial-intelligence providers
• Hosting and infrastructure providers
• Payment processors
• Application stores
• SMS, email, and push-notification providers

Third-party services are governed by their own terms, permissions, and privacy practices. Crescentic does not control and is not responsible for a third party's availability, changes to third-party APIs or permissions, provider outages or synchronization failures, information independently maintained by the provider, a provider's decision to suspend or terminate access, or independent third-party acts or omissions.

Crescentic may change providers or discontinue an integration where reasonably necessary.

As between you and Crescentic, you retain your rights in the messages, documents, instructions, preferences, feedback, and other information you provide or authorize theNeedle to access ("User Information").

You grant Crescentic a limited, worldwide right to host, copy, process, transmit, transform, classify, summarize, and display User Information only as reasonably necessary to:

• Provide and support theNeedle
• Follow your instructions
• Generate requested output
• Maintain security and service reliability
• Prevent misuse
• Comply with law
• Exercise rights expressly granted under these Terms
• Improve user-facing theNeedle functionality as described in the Privacy Notice

You represent that you have the authority required to provide or authorize access to User Information. Crescentic does not acquire ownership of your connected email content.

theNeedle uses artificial intelligence, machine learning, rules, and automated processing. Automated results are probabilistic and may not be accurate or unique.

You must not treat theNeedle output as:

• Legal advice
• Tax advice
• Accounting advice
• Investment advice
• Medical advice
• Employment advice
• A definitive interpretation of a contract or legal notice
• A guaranteed statement of urgency, importance, or required action

You remain responsible for all decisions and actions taken based on theNeedle output. You may not use theNeedle as the sole basis for a decision that produces legal or similarly significant effects concerning another person.

theNeedle may offer free and paid plans.

The applicable price, billing frequency, plan features, trial period, and renewal terms will be disclosed before purchase.

Unless stated otherwise at purchase, a paid subscription automatically renews for successive periods of the same duration until cancelled.

By purchasing a recurring subscription, you authorize Crescentic or the applicable payment provider to charge the selected payment method for recurring fees, taxes, and disclosed charges.

Crescentic may change future subscription prices after providing reasonable advance notice. A price change will apply no earlier than the next renewal identified in the notice.

A subscription purchased through Apple, Google, or another application store is billed and administered by that provider.

The provider's terms govern payment processing, renewal, cancellation mechanics, refund requests, and payment-method management.

Crescentic may not be able to directly cancel or refund a subscription purchased through an application store.

Deleting theNeedle application or account does not necessarily cancel an application-store subscription.

You may cancel a direct Crescentic subscription through the available account or billing controls.

Cancellation ordinarily stops future renewal charges while allowing access through the end of the current paid billing period.

Fees already paid are non-refundable except where the purchase disclosure states otherwise, Crescentic approves a refund, or applicable law requires a refund.

Account deletion and subscription cancellation are separate actions unless the product clearly states otherwise.

Crescentic may send communications concerning:

• Authentication
• Security
• Account status
• Subscription and billing
• Connected-account issues
• Service changes
• Legal notices
• Support
• User-enabled alerts

Certain operational and legal communications are necessary to maintain an active account and cannot be disabled.

Marketing communications, where offered, are subject to separate consent and opt-out controls.

SMS enrollment is optional and is not a condition of purchasing or using theNeedle.

Where you enroll in SMS, the theNeedle SMS Messaging Terms apply.

You may reply STOP to discontinue SMS messages or HELP for assistance.

Opting out of SMS does not necessarily disable email, in-app, push, security, legal, or other communications.

You may not:

• Use theNeedle unlawfully
• Connect or access an email account without authorization
• Violate another person's privacy, confidentiality, contractual, or intellectual-property rights
• Misrepresent your identity or authority
• Circumvent authentication, security, access, or usage controls
• Introduce malware, malicious instructions, or harmful code
• Conduct unauthorized vulnerability testing
• Interfere with the operation of theNeedle
• Use theNeedle to harass, discriminate, defraud, surveil, or harm another person
• Attempt to extract another user's information
• Resell, sublicense, or commercially exploit theNeedle without authorization
• Reverse engineer theNeedle except where law expressly permits
• Use theNeedle or its output to develop or train a competing product or model without written permission
• Cause Crescentic to process information that you are prohibited from using

Crescentic and its licensors own theNeedle, including its:

• Software
• Interfaces
• Designs
• Documentation
• Technology
• Models
• Classification methods
• Workflows
• Trademarks
• Product names
• Related intellectual property

Subject to these Terms, Crescentic grants you a limited, personal, nonexclusive, nontransferable, revocable right to use theNeedle for its intended purpose. No other rights are granted.

If you voluntarily provide product ideas, suggestions, or feedback, Crescentic may use that feedback without restriction or compensation.

This does not give Crescentic ownership of connected email content or confidential Personal Information.

Beta, preview, test, or early-access functionality may be incomplete, inaccurate, changed, or discontinued without notice.

Beta functionality should not be used for critical decisions or workflows unless Crescentic expressly states that it is ready for that use.

Crescentic may add, modify, suspend, or discontinue features.

Crescentic does not guarantee that every feature will remain available, every email provider will remain supported, every feature will work with every connected account, a particular integration will remain available, or theNeedle will operate without interruption.

Where reasonably practicable, Crescentic will provide notice before materially discontinuing a core paid service.

Crescentic may suspend or terminate access where reasonably necessary to:

• Address a security risk
• Prevent fraud or misuse
• Comply with law
• Respond to nonpayment
• Protect Crescentic, users, providers, or third parties
• Address a material violation of these Terms
• Respond to termination or restriction by a required provider

Where appropriate, Crescentic will provide notice and an opportunity to cure. You may stop using theNeedle at any time. Provisions that by their nature should survive termination will remain effective.

Following account deletion or termination, Crescentic may delete or de-identify information according to the Privacy Notice, backup cycles, security requirements, and legal obligations.

You are responsible for exporting any theNeedle information you wish to retain before access ends.

Deleting theNeedle does not delete messages or data maintained by the underlying email provider.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THENEEDLE IS PROVIDED "AS IS" AND "AS AVAILABLE."

CRESCENTIC DISCLAIMS EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND SECURITY.

CRESCENTIC DOES NOT GUARANTEE THAT:

• theNeedle will be uninterrupted or error-free
• Every important communication will be identified
• Every deadline, request, response, risk, or opportunity will be detected
• Every summary or classification will be accurate
• Alerts will be delivered before action is required
• Connected information will be complete or current
• Use of theNeedle will prevent financial, professional, social, legal, or personal loss
• A third-party integration will remain available

These exclusions apply only to the extent permitted by law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRESCENTIC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, BUSINESS, OPPORTUNITY, GOODWILL, OR REPUTATION.

CRESCENTIC'S AGGREGATE LIABILITY ARISING FROM THENEEDLE WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THENEEDLE DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS.

These limitations do not apply to liability that cannot lawfully be limited or excluded. Nothing in these Terms waives a non-waivable consumer right.

To the extent permitted by law, you agree to defend and indemnify Crescentic against third-party claims arising from:

• Your unlawful use of theNeedle
• Your material violation of these Terms
• Information you lacked authority to provide or connect
• Your infringement or violation of another person's rights
• Your misuse of another person's account or information

This section does not apply where prohibited by consumer-protection law.

You agree that Crescentic may provide agreements, notices, disclosures, receipts, and other records electronically.

You may retain copies by downloading or printing them.

Crescentic may retain an electronic record of your acceptance, including the Terms version, date and time, account identifier, and acceptance action.

Crescentic may update these Terms to reflect changes in theNeedle, its providers, pricing, legal obligations, or business practices.

The version number and revision date will be updated when revised Terms are published.

Material changes will apply prospectively. Crescentic will provide notice where required or appropriate.

Crescentic may require renewed acceptance before continued use where a material change requires affirmative agreement.

These Terms are governed by the laws of the State of New Jersey and applicable federal law, without regard to conflict-of-law principles.

Unless applicable law requires otherwise, proceedings relating to these Terms will be brought in state or federal courts located in New Jersey.

Nothing in this section prevents a consumer from exercising a right that cannot lawfully be waived.

If any provision is held unenforceable, it will be modified or severed to the minimum extent necessary, and the remaining provisions will continue in effect.

A failure to enforce a provision is not a waiver.

You may not assign these Terms without Crescentic's consent. Crescentic may assign them in connection with a merger, financing, reorganization, sale, or transfer of the relevant business.

These Terms and the incorporated documents constitute the agreement governing your use of theNeedle.

theNeedle — a Crescentic LLC product

• Product and billing support: support@crescentic.ai
• Privacy: privacy@crescentic.ai
• Security: security@crescentic.ai
• Legal: legal@crescentic.ai

Formal legal notices must be delivered according to instructions provided by Crescentic for that purpose. The registered-agent address is reserved for service of process and official legal notices.