These Terms of Service (the "Terms") form a binding legal agreement between you ("Customer", "you", "your") and Catalyst Bridge ("Catalyst Bridge", "we", "us", "our"), the operator of The Broker Forge (the "Platform" or "Service"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "Customer" refers to that entity.

IMPORTANT: Section 17 contains a binding arbitration clause and a class-action waiver that affect your legal rights. Please read it carefully.

To use the Service, you must:

• Be at least 18 years old and have the legal capacity to enter into these Terms.
• Hold an active Public Utility Commission of Texas ("PUCT") Broker Registration (format: BR followed by four or more digits) and maintain that registration in good standing throughout your use of the Service.
• Not be barred from receiving services under the laws of the United States or your jurisdiction.
• Not be a direct competitor of Catalyst Bridge evaluating the Service for the purpose of building a competing product (evaluation for the purpose of interoperability is permitted).

We may suspend or terminate your access if we reasonably believe you do not or no longer meet these requirements.

You are responsible for:

• Providing accurate and complete information during registration and keeping it current.
• Safeguarding your login credentials and integration credentials (including OAuth tokens for connected Google, Microsoft, and supplier accounts).
• All activity that occurs under your account, whether or not authorized by you.
• Notifying us promptly at support@thebrokerforge.com of any suspected unauthorized access or breach.

We are not liable for any losses caused by your failure to protect your credentials or by unauthorized account access we did not cause.

Subject to your compliance with these Terms and timely payment of all applicable fees, Catalyst Bridge grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business use during your subscription term. All rights not expressly granted are reserved.

• Access to the Service requires a paid subscription. Subscription fees, setup fees, usage charges, and add-on module fees are described at checkout.
• Fees are billed in advance through Stripe in U.S. dollars. All fees exclude applicable taxes, which are your responsibility.
• Subscriptions automatically renew at the end of each billing cycle at the then-current list price unless you cancel before renewal.
• Setup fees are non-refundable. Subscription fees are non-refundable for the current billing period, but cancellation takes effect at the end of the paid period and no further charges will occur.
• Annual prepaid plans are non-refundable except where required by law.
• We may change pricing with at least 30 days' prior notice to your account email; your rate is locked for the remainder of any annual prepaid term.
• If we are unable to collect payment, we may suspend the Service after notice. Accounts past due more than 30 days may be terminated and Customer Data deleted after the retention period described in our Privacy Policy.

"Customer Data" means any data, content, files, or information you or your users upload to or generate through the Service, including supplier matrices, end-customer records, contracts, commissions, tasks, notes, documents, and email content you instruct the Service to send. You retain all right, title, and interest in Customer Data.

You grant Catalyst Bridge a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data solely as necessary to (a) provide the Service to you, (b) prevent or address technical, security, or fraud issues, (c) comply with law or lawful process, and (d) generate aggregated, de-identified data that cannot reasonably be linked back to you or any identifiable person, which we may use for internal operations and to improve the Service.

You represent and warrant that you have all rights, consents, and authority necessary to upload Customer Data to the Service and to authorize us to process it as described in these Terms and our Privacy Policy.

You agree not to, and not to permit anyone to:

• Use the Service to violate any applicable law or regulation, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state do-not-call laws, PUCT rules, anti-spam / anti-fraud laws, export controls, or sanctions.
• Send unsolicited bulk email, SMS, or other messages through the Service without the recipient's required consent.
• Upload, transmit, or distribute malware, viruses, worms, or any code designed to interfere with the Service or its users.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by law.
• Rent, lease, resell, sublicense, or otherwise commercially exploit the Service to any third party except as explicitly permitted in your subscription plan.
• Access the Service using automated means (bots, scrapers) in a manner that exceeds published rate limits or that degrades Service performance for others.
• Probe, scan, or test the vulnerability of the Service or any connected system except under a written authorized-testing agreement with us.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Use the Service to compete with us or build a competing product or service.

We may suspend or terminate access immediately for material violations of this section.

The Service includes features powered by third-party artificial-intelligence providers (currently Google Vertex AI and Anthropic Claude) to assist with utility bill parsing, proposal drafting, supplier matrix layout inference, and answering questions about your book of business ("AI Output"). AI Output is probabilistic and may contain errors, omissions, or hallucinations. You are solely responsible for reviewing AI Output before relying on it for any customer-facing communication, rate quote, contract decision, or regulatory filing. Catalyst Bridge does not warrant that AI Output is accurate, complete, current, or fit for any particular purpose.

The Service integrates with third-party services you choose to connect, including (without limitation) Google Workspace, Microsoft 365, DocuSeal, Stripe, Resend, Twilio, and Retail Electric Provider ("REP") supplier portals. Your use of those services is governed by the third party's own terms and privacy policy, and you are responsible for complying with them. We are not responsible or liable for:

• Outages, errors, changes, deprecations, or terminations of third-party services.
• Fees, usage limits, or rate limits imposed by third-party services.
• Data accessed, modified, or deleted by us on your instruction through a connected third-party service.
• Actions taken by REP supplier portals in response to credentials or activity you authorized.

Where the Service accesses Google or Microsoft user data, our use complies with the Google API Services User Data Policy (including Limited Use) and Microsoft APIs Terms of Use, as further described in our Privacy Policy.

The Service, including all software, designs, templates, text, graphics, rate-matrix parsers, mapping specs, algorithms, AI prompts, and trademarks (excluding Customer Data), is owned by Catalyst Bridge or its licensors and is protected by U.S. and international copyright, trademark, trade secret, and other intellectual-property laws. The name "The Broker Forge" and the The Broker Forge logo are trademarks of Catalyst Bridge; you may not use them without our prior written consent.

You may submit ideas, feedback, feature requests, or suggestions about the Service ("Feedback"). You grant us a perpetual, irrevocable, royalty-free, worldwide license to use Feedback for any purpose, without compensation or attribution. You are not obligated to provide Feedback.

Catalyst Bridge respects intellectual-property rights and complies with the Digital Millennium Copyright Act (DMCA). If you believe content on the Service infringes your copyright, send a notice to our Designated Agent containing: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and its location on the Service; (d) your contact information; (e) a statement of good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and you are authorized to act. Send to:

Catalyst Bridge — DMCA Designated Agent
support@thebrokerforge.com

Repeat infringers will have their accounts terminated.

Each party will protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable standard of care. Confidential Information includes Customer Data, pricing, roadmap, non-public product information, and any information marked or reasonably understood to be confidential. Confidential Information does not include information that is (a) publicly known without breach, (b) independently developed, (c) rightfully received from a third party without a duty of confidentiality, or (d) required to be disclosed by law (with prompt notice where permitted). These obligations survive termination for three (3) years.

We aim for high availability and will use commercially reasonable efforts to keep the Service available. However, the Service is delivered on an as-available basis and no specific uptime percentage, response time, or recovery time is guaranteed except as expressly stated in a written Service Level Agreement we sign with you. We may perform scheduled maintenance and may make emergency changes without prior notice where reasonable to protect the Service or its users.

THE SERVICE, INCLUDING ALL AI OUTPUT, RATE DATA, PARSED BILLS, AND ANY OTHER CONTENT OR FUNCTIONALITY, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CATALYST BRIDGE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR VIRUS-FREE; THAT DEFECTS WILL BE CORRECTED; THAT RATES OBTAINED THROUGH THE SERVICE WILL BE THE LOWEST, MOST CURRENT, OR MOST ACCURATE AVAILABLE; OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE. YOU USE THE SERVICE AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CATALYST BRIDGE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, CUSTOMER RELATIONSHIPS, COMMISSIONS, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions the limitations in this Section apply only to the maximum extent permitted.

You will indemnify, defend, and hold harmless Catalyst Bridge and its officers, directors, employees, affiliates, licensors, and service providers from and against any and all claims, damages, losses, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms or our Privacy Policy; (b) your violation of any applicable law or third-party right, including the TCPA, CAN-SPAM, PUCT regulations, or intellectual-property rights; (c) Customer Data or any content you upload, transmit, or instruct the Service to send; (d) any communication sent to end customers using the Service; and (e) your failure to obtain required consents from your end customers. We may assume the exclusive defense and control of any matter subject to your indemnification, in which case you will cooperate with us.

Please read carefully. This section affects your legal rights.

Agreement to arbitrate. You and Catalyst Bridge agree that any dispute, claim, or controversy arising out of or related to these Terms or the Service (a "Dispute") that cannot be resolved through informal negotiation will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, if applicable, the AAA's Supplementary Procedures for Consumer-Related Disputes.

Informal resolution. Before initiating arbitration, the complaining party must send a written notice describing the Dispute to the other party and attempt in good faith to resolve it for at least 30 days. Notices to us go to support@thebrokerforge.com.

Location and language. Arbitration will be conducted in Travis County, Texas, or remotely by agreement, in English, before a single arbitrator.

Class-action waiver. YOU AND CATALYST BRIDGE 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, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of a representative or class proceeding.

Exceptions. Either party may (a) bring qualifying claims in small-claims court and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual-property rights.

Opt-out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending a signed written notice to support@thebrokerforge.com stating that you opt out of arbitration and including your name, account email, and mailing address.

Severability. If the class-action waiver is found unenforceable as to a particular claim, that claim will be severed and proceed in court; the rest of this Section 17 will remain in force.

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws provisions. Subject to Section 17, the state and federal courts located in Travis County, Texas shall have exclusive jurisdiction over any Dispute not subject to arbitration, and you consent to the personal jurisdiction and venue of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

These Terms take effect when you first use the Service and continue until terminated. Either party may terminate for any or no reason with notice. We may suspend or terminate immediately for (a) material breach, (b) non-payment, (c) legal or regulatory requirement, (d) security or fraud concern, or (e) actual or threatened harm to the Service, our users, or third parties.

On termination, your access to the Service ends. Customer Data will be retained for 90 days for export and then permanently deleted as described in our Privacy Policy and Account & Data Deletion page. Fees already paid are non-refundable except as required by law.

Sections that by their nature should survive termination will survive, including Sections 5 (for amounts owed), 6 (license grants to aggregated data), 7, 10–18, and this sentence.

We may modify the Service at any time. We may modify these Terms by posting an updated version and notifying you by email to your account's primary address at least fourteen (14) days before the changes take effect, except that changes addressing legal, regulatory, or security requirements may take effect immediately. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not accept the modified Terms, your sole remedy is to stop using the Service and cancel your subscription.

Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labor dispute, internet or cloud-provider outage, denial-of-service attack, government action, or embargo. The affected party will use reasonable efforts to mitigate and resume performance.

You may not assign or transfer these Terms or any rights or obligations without our prior written consent; any attempted assignment without consent is void. We may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

We may provide notices to you by email to your account's primary address, by posting within the Service, or by posting on our website. You must send notices to us at support@thebrokerforge.com. Legal process must be served at the same address. Notices are deemed received on delivery.

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable and the remaining provisions will remain in full force. Our failure to enforce any right or provision is not a waiver of that right or provision. These Terms, together with the Privacy Policy and any order form or written agreement signed between us, are the entire agreement between you and Catalyst Bridgeand supersede all prior or contemporaneous agreements, understandings, and communications regarding the Service.

You may not use or export the Service except as authorized by United States law and the laws of the jurisdiction where the Service was obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S.-embargoed country or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. The Service is "commercial computer software" and "commercial computer software documentation" as defined in applicable federal acquisition regulations; any use by the U.S. government is subject to these Terms.

Questions about these Terms:

Catalyst Bridge — Legal
support@thebrokerforge.com