TERMS OF USE

amandaheyman.com | Base Layer Digital Platform

Effective Date: April 10, 2026

Last Updated: April 10, 2026

Relationship to Privacy Policy: These Terms of Use are governed by and must be read in conjunction with the Base Layer Privacy Policy ("Privacy Policy"), which is incorporated by reference. In the event of a conflict between these Terms and the Privacy Policy, these Terms control with respect to platform use, intellectual property, liability, and enforcement, and the Privacy Policy controls with respect to data collection, use, and processing.

The following Terms of Use ("Terms") constitute a binding agreement between Amanda Heyman, d/b/a A. Heyman Strategies ("A. Heyman Strategies," "Base Layer," "we," "us," or "our") and you ("User" or "you") governing your use of:

• The website located at www.amandaheyman.com (the "Website");

• Any Kajabi-hosted landing pages, waitlist pages, or enrollment pages linked to or accessible from the Website ("Linked Pages"); and

• The Base Layer digital platform, currently hosted on Kajabi, including all associated materials, content, and tools (the "Platform").

The Website, Linked Pages, and Platform are referred to collectively as the "Services."

By accessing or using any of the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Services. We reserve the right to modify these Terms at any time. Your continued use of the Services following any modification constitutes your acceptance of the revised Terms.

IMPORTANT NOTICE: The Services provide business consulting, strategic advisory, and educational content only. Nothing on the Website, Linked Pages, or Platform constitutes legal advice or creates an attorney-client relationship. Amanda Heyman is licensed to practice law in the State of Minnesota only. She is not licensed to practice law in the State of California. Use of the Services does not create an attorney-client relationship under any circumstances.

1. Description of Services

a. Website (amandaheyman.com)

The Website is a publicly accessible site hosted on Squarespace that provides information about A. Heyman Strategies, Base Layer, and related consulting and advisory services. The Website may contain links to Linked Pages and the Platform hosted on third-party platforms.

b. Linked Pages

The Website contains links to third-party landing pages hosted on Kajabi, including but not limited to waitlist pages and enrollment forms. When you access a Linked Page and submit information, you are interacting with a Kajabi-hosted page subject to Kajabi's own terms and privacy policy. Submission of information through a Linked Page is voluntary. You are not required to be an existing Base Layer client to access Linked Pages.

c. Base Layer Digital Platform

The Platform is a members-only digital learning and resource environment, currently hosted on Kajabi, available to authorized users (including but not limited to Base Layer clients and other clients of A. Heyman Strategies). The Platform contains educational materials, templates, frameworks, videos, and other resources (collectively, "Platform Materials"). Access to the Platform is granted only upon authorization and is subject to the additional terms set forth herein.

d. Ghost Publication

We may publish content through a publicly accessible Ghost-hosted publication. Ghost content is available to any internet user without registration. Users who voluntarily subscribe to our newsletter through Ghost are subject to Ghost's terms of service and privacy policy in addition to these Terms.

2. Eligibility and Platform Access

Access to the Platform is granted only to individuals who are active Base Layer clients or otherwise expressly authorized by Amanda Heyman.

Unless otherwise stated in a separate written agreement:

• Platform access is provided for the duration of the applicable consulting or program engagement, with any additional access to be determined by the program guidelines;

• After the access period, access may be revoked automatically and without notice.

Platform access is personal, revocable, non-transferable, and may not be shared with any other individual or entity.

3. Use of the Website and Linked Pages

Subject to these Terms, you may access and use the Website and Linked Pages for lawful, personal, and purposes related to your internal business use. You may view and print pages for personal reference only.

The following uses are expressly prohibited:

• Republication, redistribution, sale, rental, or sublicensing of any Website or Linked Page content;

• Reproduction or duplication of any content for commercial purposes;

• Modification of any Website or Linked Page content;

• Systematic or automated data collection, including scraping, data mining, or data harvesting, without express written permission;

• Transmitting or sending unsolicited commercial communications or spam;

• Using the Services to transmit malicious code, spyware, viruses, or other harmful software;

• Decompiling, reverse engineering, or disassembling any component of the Services.

4. Platform Materials and Intellectual Property

a. Ownership

All Platform Materials, and all content, design elements, frameworks, methodologies, templates, tools, videos, written materials, and other resources available through the Services are the exclusive intellectual property of Amanda Heyman / A. Heyman Strategies, protected by United States copyright, trademark, and other applicable laws.

"Base Layer" is a pending federal trademark of Amanda Heyman d/b/a A. Heyman Strategies. Unauthorized use of this mark is prohibited. Nothing in these Terms grants User any ownership interest in the Services or Platform Materials.

b. Limited License

Upon authorization, User is granted a limited, revocable, non-exclusive, non-transferable license to access and use Platform Materials solely for User's own internal business purposes during the applicable access period.

c. Prohibited Uses of Platform Materials

User may not, directly or indirectly:

• Copy, reproduce, distribute, publish, display, transmit, or create derivative works from Platform Materials;

• Share login credentials or Platform Materials with any third party;

• Use Platform Materials to provide consulting, coaching, advisory, or educational services to others;

• Create or sell any product — whether paid or free — including courses, templates, playbooks, or lead magnets, based on Platform Materials;

• Upload Platform Materials into any AI system that trains on user inputs;

• Use AI tools to recreate, summarize, extract, or repurpose Platform Materials for redistribution or derivative use.

Unauthorized use of Platform Materials constitutes a material breach of these Terms and an infringement of Base Layer intellectual property rights.

5. Content You Submit

In certain circumstances, you may submit content to the Services, including through contact forms, Linked Page forms, or Platform features. Any content you submit must not be illegal, unlawful, or infringing of any third party's rights.

By submitting content, you grant Amanda Heyman / A. Heyman Strategies a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, and distribute such content in connection with operating and improving the Services. This license does not extend to confidential information submitted in connection with a consulting engagement, which is governed by your consulting agreement.

We reserve the right to edit or remove any content submitted to the Services at our sole discretion.

6. Artificial Intelligence and Data Use

a. Our Use of AI Tools

Amanda Heyman / Base Layer may use AI-enabled tools to support internal operations, including note-taking, transcription, summarization, and workflow support (including tools such as Granola and Otter.ai). Our use of AI tools is subject to the following:

• Participants in consultations or meetings are notified of AI-assisted transcription in advance through scheduling confirmations, written agreements, and/or verbal disclosure at the start of each call;

• Confidential client information is not knowingly used to train AI models;

• AI tools are used solely to support service delivery and internal operations;

• AI-generated summaries, notes, or outputs do not constitute legal, business, or professional advice;

• Use of AI tools does not alter the advisory nature of the Services or create any professional-client relationship.

b. User Restrictions on AI Use

User expressly agrees not to:

• Upload Platform Materials into any AI system that trains on user inputs;

• Use Platform Materials to fine-tune, train, or inform any AI model;

• Use AI tools to recreate, summarize, extract, or repurpose Platform Materials for redistribution or derivative use.

Any such use constitutes a material breach of these Terms and an infringement of Base Layer intellectual property.

c. Platform Materials Are Not User Data

User acknowledges that Platform Materials are proprietary intellectual property, not user data. Nothing in the Privacy Policy grants User any rights to Platform Materials, analytics derived from Platform use, or any other Base Layer intellectual property.

7. No Legal, Tax, or Investment Advice; No Professional Relationship

Platform Materials and all other content available through the Services are provided for educational and informational purposes only.

Although Amanda Heyman is an attorney licensed in the State of Minnesota:

• Access to the Services does not create an attorney-client relationship;

• No legal advice is provided through the Services;

• AI-generated summaries, notes, or outputs available through the Services do not constitute legal analysis or advice;

• Platform Materials do not constitute legal, tax, accounting, or investment advice.

Users must consult their own qualified professional advisors before making any legal, financial, or business decisions.

8. Third-Party Platforms and Links

The Services operate on or link to third-party platforms, including Kajabi (Platform host and email), Squarespace (Website host), Ghost (publication and newsletter), and others listed in the Privacy Policy. These third-party platforms are not owned or controlled by Amanda Heyman / Base Layer.

User acknowledges and agrees that:

• Platform availability, features, and functionality are determined by third-party providers and may be modified, interrupted, or discontinued at any time;

• Amanda Heyman / Base Layer is not responsible for outages, data loss, or access interruptions caused by third-party platforms;

• Third-party platforms, including Linked Pages on Kajabi, are governed by their own terms of service and privacy policies;

• Links to third-party websites from the Services do not constitute an endorsement of those sites or their content.

You expressly hold Amanda Heyman / Base Layer harmless from any liability arising from your use of any third-party platform or website.

9. Communication and Electronic Notice

By submitting your email address through any component of the Services — including the Website, Linked Pages, Platform, or Ghost newsletter — you consent to receive electronic communications from Amanda Heyman / Base Layer. Electronic communications satisfy any requirement for written notice.

You may opt out of non-essential marketing communications at any time by following the unsubscribe link in any email or by contacting hello@amandaheyman.com. Opting out of marketing communications does not affect transactional or account-related communications.

10. Confidentiality

User agrees to treat all Platform Materials as confidential and proprietary and not to disclose them to any third party without prior written consent from Amanda Heyman / Base Layer.

Confidentiality obligations survive termination of Platform access and any related consulting agreement.

11. Suspension or Termination of Access

Amanda Heyman / Base Layer reserves the right to suspend or terminate your access to all or any part of the Services immediately and without notice if you:

• Violate any provision of these Terms;

• Misuse Platform Materials;

• Breach any related consulting or engagement agreement;

• Engage in conduct that harms Amanda Heyman / Base Layer or its intellectual property.

Termination may occur without refund unless otherwise required by a separate written agreement.

12. No Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. AMANDA HEYMAN / BASE LAYER MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE WITHOUT INTERRUPTION, OR BE FREE FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

Amanda Heyman / Base Layer makes no representations or warranties regarding:

• The accuracy, completeness, or fitness for purpose of Platform Materials or other content;

• Business outcomes, fundraising success, revenue results, or any other outcome arising from use of the Services;

• The availability or performance of any third-party platform used to deliver the Services.

Use of the Services is at your own risk.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMANDA HEYMAN / BASE LAYER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Amanda Heyman / Base Layer shall not be liable for:

• Errors, omissions, or outcomes resulting from AI-assisted summaries, notes, or organizational tools;

• User's interpretation of or reliance on Platform Materials;

• Decisions made based on educational content available through the Services;

• Loss or damage resulting from third-party platform outages, modifications, or terminations.

14. Indemnification

User agrees to defend, indemnify, and hold harmless Amanda Heyman, A. Heyman Strategies / Base Layer, and their respective agents, contractors, and representatives from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• User’s access to or use of the Services or Platform Materials;

• User’s violation of these Terms or any related agreement;

• User’s misuse, sharing, or unauthorized exploitation of Platform Materials;

• User’s business decisions, actions, or omissions taken in reliance on Platform Materials or any content available through the Services;

• Any claim brought by a third party arising from User’s conduct, business, or representations.

This indemnification obligation includes the duty to defend Amanda Heyman / Base Layer against any covered claim and to pay all associated legal fees and costs as incurred. These obligations survive termination of Platform access and any related consulting agreement.

15. Force Majeure

Amanda Heyman / Base Layer shall not be liable for any failure or delay in performance of obligations under these Terms arising from causes beyond our reasonable control, including but not limited to illness, third-party platform outages, acts of God, natural disasters, government action, or other circumstances outside our reasonable control.

16. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of California, without regard to conflict-of-law principles.

Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The place of arbitration shall be San Mateo County, California. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, Amanda Heyman / Base Layer reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

17. Miscellaneous

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. If a provision is found to be excessively broad, it shall be limited in scope to the extent necessary to make it enforceable.

Assignment. These Terms may not be assigned by User without prior written consent. Amanda Heyman / Base Layer may assign these Terms in its sole discretion.

Entire Agreement. These Terms, together with the Privacy Policy and any applicable consulting or engagement agreement, constitute the entire agreement between the parties with respect to the Services.

No Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Updates. We may update these Terms from time to time. Updates will be posted on the Website with a revised effective date. Continued use of the Services after any update constitutes acceptance of the revised Terms.

18. Contact Information

Questions regarding these Terms may be directed to:

Amanda Heyman

d/b/a A. Heyman Strategies | Base Layer

Email: hello@amandaheyman.com

Website: www.amandaheyman.com