Terms of Service

(a) Parties; Binding Agreement. These Terms of Service (the "Terms" or this "Agreement") govern access to and use of the software-as-a-service platform and related websites, products, and services offered by Adgentia, Inc., a Delaware corporation ("Adgentia," "we," "us," or "our"). By clicking "I Agree," creating an account, or accessing or using the Services (defined below), you agree to be bound by this Agreement. If you are accessing or using the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind such entity, and "Customer," "you," and "your" refer to that entity.

(b) Corporate Disclosure. Adgentia, Inc. is a wholly owned subsidiary of Quantum Grade Analytics, Inc. ("QGA"). Adgentia may share limited information with QGA and corporate affiliates for shared services as further described in our Privacy Policy and intercompany agreements; such affiliates are not parties to this Agreement unless expressly stated.

(c) Acceptance and Modifications. You accept this Agreement by electronic clickwrap or by using the Services. Adgentia may modify these Terms from time to time. We will provide notice of material changes through the Services or by email. Changes become effective upon posting or on the stated effective date. If you continue to use the Services after the effective date, you accept the modified Terms.

(d) Order Forms and Policies. Additional terms in any applicable order form, online checkout, insertion order, or similar document that references these Terms (each, an "Order Form") are incorporated by reference. The Privacy Policy, Data Processing Addendum (if executed), Acceptable Use Policy, and Refund & Cancellation Policy are incorporated by reference and collectively with these Terms form the entire agreement between the parties unless otherwise expressly agreed in writing.

"Acceptable Use Policy" or "AUP" means Adgentia's policy governing acceptable use of the Services.

"Affiliate" means any entity controlling, controlled by, or under common control with a party, where "control" means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the entity.

"Beta Features" means any alpha, beta, trial, preview, or pre-release features, products, or services that Adgentia makes available to Customer at no or reduced charge and that are identified as beta, preview, or otherwise not generally available.

"Confidential Information" has the meaning set forth in Article 12.

"Customer" means the individual or entity identified in the account registration or Order Form and any Users authorized by Customer to access the Services.

"Customer Data" means data, content, configurations, text, files, media, and other materials that Customer or its Users submit, transmit, upload, or otherwise make available to or through the Services, including data obtained through integrations authorized by Customer.

"Documentation" means user guides, FAQs, and technical documentation provided by Adgentia regarding the Services.

"Fees" means the amounts payable for the Services as set forth in an Order Form or price schedule.

"Personal Information" has the meaning set forth in applicable privacy laws and as used in the Privacy Policy and any applicable Data Processing Addendum.

"Provider Tools" means Adgentia's pre-existing or independently developed tools, software, algorithms, models, agents, libraries, templates, designs, methods, know-how, trade secrets, and other technology, including improvements or modifications thereto, whether or not incorporated into the Services.

"Services" means Adgentia's hosted software platform and related websites, APIs, and tools that provide AI agents for SEO, digital advertising, and website publishing, including the "SEO Agent," "Ads Agent," and "Website Agent" modules, Approvals, Calendar, Reports, and any other features provided under this Agreement.

"SLA" means the service level commitments in Section 6 of this Agreement.

"Subscription Term" means the period of Customer's subscription as set forth in an Order Form or online checkout, including any renewal periods.

"User" means an individual who is authorized by Customer to use the Services under Customer's account, including administrators, editors, and viewers.

(a) Provision of Services. Subject to this Agreement and timely payment of Fees, Adgentia shall provide Customer access to and use of the Services during the applicable Subscription Term.

(b) Accounts; SSO. Customer shall ensure account information is accurate and complete. Customer may enable single sign-on via SAML/OIDC. Customer is responsible for: (i) User identity, permissioning, and de-provisioning; (ii) maintaining the confidentiality of credentials; and (iii) all actions under Customer's accounts. Customer shall promptly notify Adgentia of any suspected unauthorized use or security incident.

(c) Customer Responsibilities. Customer shall: (i) be responsible for Users' compliance with this Agreement; (ii) comply with the AUP; (iii) be responsible for obtaining all legally required consents for any messaging, email, or SMS initiated via the Services; and (iv) comply with all applicable laws, regulations, and platform policies (including, without limitation, CAN-SPAM, TCPA, CTIA guidelines, and Google/Meta advertising policies).

(d) Integrations. The Services may interoperate with third-party services (e.g., Google Ads, Meta Ads, Search Console, GA4, CMS connectors). Customer's use of third-party services is governed by such third party's terms and policies. Adgentia is not responsible for third-party services and does not guarantee their continued availability or performance.

(e) Beta Features. From time to time, Adgentia may make Beta Features available. Beta Features are provided solely for evaluation and testing and may be modified or discontinued at any time. BETA FEATURES ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OR SLA, AND YOUR USE IS AT YOUR SOLE RISK.

(a) License to Services. Subject to this Agreement, Adgentia grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

(b) Customer Data. As between the parties, Customer retains ownership of Customer Data. Customer grants Adgentia a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and use Customer Data solely: (i) to provide, maintain, secure, and support the Services; (ii) to prevent or address service, security, or technical issues; (iii) as required by law; and (iv) to generate de-identified or aggregated data and analytics that do not identify Customer or any individual, which Adgentia may use to improve its products and services.

(c) Ownership of Services; Provider Tools. As between the parties, Adgentia and its licensors own all rights, title, and interests in and to the Services, Documentation, and Provider Tools, including all modifications, enhancements, derivative works, and intellectual property rights therein. Except for the limited rights expressly granted in this Agreement, no other rights are granted by implication, estoppel, or otherwise.

(d) License Back for Deliverables; Provider Tools. To the extent any output, configuration, or work product unique to Customer is developed by Adgentia in connection with the Services and provided to Customer ("Deliverables"), Adgentia grants Customer a perpetual, non-exclusive, worldwide, royalty-free license to use such Deliverables for Customer's internal business purposes.

(e) Feedback. Customer may provide feedback, suggestions, or ideas regarding the Services ("Feedback"). Customer assigns to Adgentia all right, title, and interest in and to the Feedback. If assignment is not permitted by law, Customer grants Adgentia a perpetual, irrevocable, worldwide, royalty-free license to use and exploit the Feedback without restriction.

(a) Fees. Customer shall pay all Fees specified in the applicable Order Form or price schedule. Subscription plans may be monthly or annual. Unless otherwise specified, Fees are billed in advance for each Subscription Term.

(b) Billing and Invoices. Customer authorizes Adgentia (and its payment processors) to charge the payment method on file for all Fees. For invoice-based accounts, invoices are due Net 30 from the invoice date. Late payments accrue interest at one and one-half percent (1.5%) per month or the maximum allowed by law, whichever is lower.

(c) Taxes. Fees are exclusive of any sales, use, value-added, or similar taxes. Customer is responsible for all such taxes (except taxes on Adgentia's income).

(d) Price Changes. Adgentia may adjust pricing upon at least thirty (30) days' advance notice prior to the start of the next renewal term. Continued use after the effective date constitutes acceptance of new pricing.

(e) Disputes. Customer shall notify Adgentia in writing of any good-faith Fee dispute within fifteen (15) days of the applicable charge. The parties shall work in good faith to resolve the dispute. Undisputed amounts remain due.

(f) Suspension. If any undisputed Fees are over forty-five (45) days past due, Adgentia may suspend the Services upon ten (10) days' prior written notice, unless Customer has timely disputed the Fees in good faith.

(a) Availability. Adgentia will use commercially reasonable efforts to provide 99.9% monthly uptime availability, excluding scheduled maintenance, emergency maintenance, and downtime attributable to factors outside Adgentia's reasonable control.

(b) Maintenance. Adgentia may schedule routine maintenance windows and shall provide at least forty-eight (48) hours' advance notice for scheduled maintenance expected to materially impact availability. Adgentia may perform emergency maintenance as needed to preserve the stability and security of the Services.

(c) Service Credits. If monthly uptime falls below 99.9%, upon Customer's written request within thirty (30) days after the end of the impacted month, Adgentia will issue a service credit applied against the subsequent month's Fees as follows: (i) 99.0% to 99.89%: 5% credit of monthly subscription Fee; (ii) 95.0% to 98.99%: 10% credit; (iii) less than 95.0%: 20% credit. Service credits are Customer's sole and exclusive remedy for breach of this Article 6.

(d) Support. During business hours Eastern Time, Adgentia will provide support via email and in-app chat. Initial response time targets: Priority 1 (P1) four (4) business hours; Priority 2 (P2) one (1) business day. Escalation procedures may be described in the Documentation. Beta Features are excluded from support commitments.

(a) Term; Auto-Renewal. Each Subscription Term begins on the effective date stated in the Order Form or online checkout and continues for the stated period. Subscriptions automatically renew for successive terms of the same length unless either party gives notice of non-renewal before the end of the then-current term.

(b) ROSCA and Auto-Renewal Disclosures. Prior to purchase, Adgentia discloses clear and conspicuous recurring billing terms; Customer provides affirmative consent to such terms; and Adgentia sends a post-purchase acknowledgment via email summarizing material terms, consistent with the Restore Online Shoppers' Confidence Act (15 U.S.C. sections 8401-8405) and applicable state auto-renewal laws (including California and New York).

(c) Renewal Reminders. For monthly subscriptions, Adgentia will send a reminder three (3) to seven (7) days before renewal; for annual subscriptions, Adgentia will send a reminder fifteen (15) to forty-five (45) days before renewal.

(d) Cancellation. Customer may cancel renewal at any time using the in-product "click-to-cancel" mechanism in account settings or by contacting support. Cancellation is effective at the end of the then-current Subscription Term.

(e) Trial. Unless otherwise stated, new subscriptions may include a fourteen (14) day free trial. If Customer does not convert to a paid plan before trial end, Adgentia may suspend or delete account data consistent with Article 14.

(a) Refunds. Except where required by law, Fees are non-refundable once a term begins. Adgentia may, in its sole discretion, provide a one-time courtesy credit for annual renewals if requested within seventy-two (72) hours of the renewal charge.

(b) Upgrades and Downgrades. Upgrades take effect immediately with prorated charges for the remainder of the billing period. Downgrades take effect at the next renewal term; features and usage limits adjust accordingly.

(c) SLA Credits. Service credits under Article 6 are the sole remedy for availability issues and are not refundable in cash.

(a) Acceptable Use. Customer shall not, and shall not permit any third party to: (i) use the Services for unlawful content or activities, harassment, hate, or violence; (ii) infringe or misappropriate intellectual property or privacy rights; (iii) scan, scrape, or collect data from websites or systems without rights or permission; (iv) send unsolicited or unauthorized messages, calls, or texts, or otherwise violate CAN-SPAM, the TCPA, CTIA guidelines, or similar laws; (v) circumvent or attempt to circumvent security or rate limits; (vi) interfere with the integrity or performance of the Services; (vii) reverse engineer, decompile, or disassemble the Services except to the extent such restriction is prohibited by law; or (viii) upload or transmit any virus, malware, or other harmful code.

(b) Platform Policies. Customer shall comply with applicable advertising and platform policies (e.g., Google Ads and Meta Ads) and shall not use the Services to facilitate false, misleading, or unsubstantiated claims.

(c) Export Compliance and Sanctions. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any embargoed country or prohibited list, and that Customer will comply with all applicable U.S. export control and sanctions laws and regulations.

(a) Privacy Policy. The Adgentia Privacy Policy describes how Adgentia collects, uses, and discloses information, including Personal Information, in connection with the Services.

(b) Data Processing Addendum. If Adgentia processes Personal Information on behalf of Customer as a "processor" or "service provider," the parties shall execute a Data Processing Addendum ("DPA"). In the event of a conflict between this Agreement and a duly executed DPA regarding the processing of Personal Information, the DPA controls.

(c) Subprocessors. Adgentia may engage subprocessors to support the Services and shall be responsible for their performance. A current list of subprocessors is available at adgentia.ai/subprocessors.

(d) Security. Adgentia shall implement and maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Services and Customer Data, including encryption of data in transit and at rest, access controls, logging, vulnerability management, and incident response procedures.

(e) Incident Notice. Adgentia shall notify Customer without undue delay, and in any event within seventy-two (72) hours of confirmation, of a data security incident affecting Customer Data, and shall provide information and cooperation as reasonably required for Customer to comply with applicable law.

(a) Mutual. Each party represents and warrants that: (i) it has full power and authority to enter into and perform under this Agreement; and (ii) this Agreement has been duly authorized and constitutes a legal, valid, and binding obligation.

(b) Adgentia Warranties. Adgentia warrants that during the Subscription Term, the Services will materially conform to the Documentation. Customer's exclusive remedy for breach of this warranty is re-performance of the non-conforming Services or, if Adgentia cannot substantially correct the nonconformity within a commercially reasonable time, termination of the affected Services and a pro rata refund of prepaid Fees for the remaining unused period.

(c) Customer Warranties. Customer represents and warrants that: (i) it has the necessary rights and consents to provide Customer Data to the Services; (ii) it will comply with applicable laws and the AUP in using the Services; and (iii) it will obtain and document all consents required for any messages, calls, or texts initiated via the Services.

(d) Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, BETA FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADGENTIA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

(a) Definition. "Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential, including product plans, pricing, customer lists, technical data, security reports, and the terms of this Agreement.

(b) Obligations. The Receiving Party shall: (i) use Confidential Information only for purposes of this Agreement; (ii) protect Confidential Information with at least the same degree of care used to protect its own confidential information, and no less than reasonable care; and (iii) disclose Confidential Information only to those of its employees, contractors, and advisors who have a need to know and are bound by obligations at least as protective as those herein.

(c) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known to the Receiving Party without restriction before disclosure; (iii) is received from a third party without restriction and without breach of any duty; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

(e) Duration. The obligations in this Article 12 survive for three (3) years after termination of this Agreement; trade secrets shall be protected for so long as they remain trade secrets under applicable law.

(a) By Adgentia. Adgentia shall defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the Services, as provided by Adgentia and used by Customer in accordance with this Agreement, directly infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and shall pay damages, costs, and reasonable attorneys' fees awarded by a court of competent jurisdiction or included in a settlement approved by Adgentia.

(b) Infringement Remedies. If the Services are, or in Adgentia's opinion are likely to be, the subject of an infringement claim, Adgentia may: (i) procure the right for Customer to continue using the Services; (ii) replace or modify the Services to be non-infringing while substantially preserving functionality; or (iii) terminate the affected Services and provide a pro rata refund of prepaid Fees for the remaining unused period.

(c) By Customer. Customer shall defend, indemnify, and hold harmless Adgentia and its Affiliates from and against claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (i) Customer Data; (ii) Customer's or Users' breach of the AUP or this Agreement; (iii) Customer's unlawful or non-consensual messaging, email, calls, or texts; or (iv) Customer's violation of law or third-party rights.

(a) Export. During the Subscription Term, Customer may export certain Customer Data using the tools provided in the Services.

(b) Post-Termination. For thirty (30) days following termination or expiration, and subject to Customer's payment of all undisputed Fees, Adgentia will make Customer Data available for export upon written request. Thereafter, Adgentia may delete or de-identify Customer Data, except to the extent retention is required by law or for standard backup/archival practices.

(a) Limitation. EXCEPT FOR (i) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 13, (ii) A PARTY'S BREACH OF ARTICLE 12 (CONFIDENTIALITY), OR (iii) A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ADGENTIA FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

(b) Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY.

(c) Essential Purpose. THE LIMITATIONS IN THIS ARTICLE 15 APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

(a) Term. This Agreement is effective from the date of acceptance and continues for so long as any Subscription Term is in effect, unless terminated earlier as provided herein.

(b) Termination for Cause. Either party may terminate this Agreement or any Order Form for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Adgentia may terminate immediately upon notice if Customer violates Article 9 or engages in unlawful or harmful conduct.

(c) Termination for Convenience. Customer may terminate at any time; termination is effective at the end of the then-current Subscription Term, and Fees remain due for the remainder of such term.

(d) Suspension. Adgentia may suspend the Services immediately upon notice if: (i) Customer's account is over forty-five (45) days past due and not subject to a timely, good-faith dispute; (ii) Customer breaches the AUP or uses the Services in a manner that threatens the security, availability, or integrity of the Services; or (iii) Adgentia is required to do so by law.

(e) Effect of Termination. Upon termination, Customer shall cease use of the Services and pay all undisputed amounts due. Articles 4(b)-(e), 8, 10, 11(d), 12, 13, 14, 15, 17, 18, and 19 shall survive termination.

(a) Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules.

(b) Informal Resolution. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between executives with authority to resolve the matter.

(c) Binding Arbitration. EXCEPT FOR CLAIMS SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE SEAT AND VENUE OF ARBITRATION SHALL BE DELAWARE.

(d) Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION.

(e) Equitable Relief; Chancery. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction, including the Delaware Court of Chancery, to protect its Confidential Information or intellectual property rights.

(a) Publicity. Adgentia may identify Customer as a customer and use Customer's name and logo in customer lists and marketing materials, subject to Customer's right to opt out by written notice.

(b) Government Use. If Customer is a U.S. Government entity or is using the Services on behalf of such an entity, the Services are "Commercial Items," "Commercial Computer Software," and "Commercial Computer Software Documentation," as defined at 48 C.F.R. section 2.101.

(c) Open Source; Third-Party Software. The Services may include or interact with open-source or third-party components governed by their own licenses. Adgentia will provide notices as required.

(d) Third-Party Services. Adgentia is not responsible for third-party services or their actions or omissions. Customer's use of third-party services is at Customer's sole risk and subject to third-party terms and policies.

(a) Force Majeure. Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, pandemic, government orders, war, terrorism, civil unrest, labor disputes, internet or cloud service disruptions, or supply chain failures.

(b) Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

(c) Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement, with notice but without consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

(d) Notices. Notices shall be in writing and deemed given: (i) when delivered personally; (ii) when sent by confirmed email to the contacts on file; (iii) one (1) business day after deposit with a nationally recognized overnight courier; or (iv) three (3) business days after mailing by certified mail, return receipt requested.

(e) Entire Agreement; Order of Precedence. This Agreement is the entire agreement between the parties regarding the Services and supersedes all prior and contemporaneous agreements and communications.

(f) Waiver; Severability. A waiver is effective only if in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.

(g) No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

(i) Delaware Consumer Protection. Adgentia complies with applicable consumer protection laws, including the Delaware Consumer Fraud Act.

(j) Franchise Tax; Corporate Formalities. Adgentia is a Delaware corporation and observes applicable corporate formalities under the Delaware General Corporation Law (DGCL).