SageOps Terms of Service

These Terms of Service (the "Terms") are a legally binding agreement between you ("Customer," "you," or "your") and Eve-Marketing, LLC, a Nevada limited liability company and wholly-owned subsidiary of MindHYVE.ai, Inc., a Nevada C-Corporation (collectively, "Company," "we," "us," or "our"). They govern your access to and use of SageOps, including the SageOps website and web application, the Digital Employee known as Sage, and all related features, software, documentation, and application programming interfaces (collectively, the "Services").

PLEASE READ SECTION 25 CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION, WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, AND DESCRIBES HOW YOU MAY OPT OUT.

1. Acceptance of Terms

1.1. Agreement. By creating an account, clicking to accept these Terms, starting a free trial, purchasing a subscription or Credit Pack, or otherwise accessing or using the Services, you agree to be bound by these Terms, the SageOps Acceptable Use Policy (the "AUP"), and the SageOps Privacy Policy, each of which is incorporated into these Terms by reference. If you do not agree, you must not use the Services.

1.2. Authority. If you accept these Terms on behalf of a company, agency, or other legal entity, you represent and warrant that you have authority to bind that entity, and "Customer" and "you" refer to that entity. If you do not have that authority, you must not accept these Terms or use the Services.

1.3. Business use. The Services are offered for business, professional, and organizational marketing purposes. They are not intended for personal, family, or household use.

1.4. Order of precedence. If there is a conflict among the following documents, the first-listed document governs to the extent of the conflict: (a) a written agreement signed by an authorized officer of Company (including an Enterprise order form); (b) the Data Processing Addendum, as to the processing of personal data; (c) these Terms; (d) the AUP; and (e) the Documentation.

2. Definitions

In these Terms:

2.1. "Authorized User" means an individual whom Customer permits to access the Services under Customer's account, including Customer's employees, contractors, and, for Agency Customers, Client users invited to a Client Workspace.

2.2. "Agency Customer" means a Customer that uses the Services to provide marketing services to one or more third parties (each, a "Client"), including through multi-brand workspaces.

2.3. "Client Workspace" means a workspace, brand, or sub-account that an Agency Customer creates or operates for a Client.

2.4. "Connected Channel" means any third-party platform, service, or account that Customer connects to the Services, including, as offered from time to time, Instagram, Facebook, Threads, LinkedIn, X, TikTok, Pinterest, Reddit, Google Business Profile, and email.

2.5. "Platform Provider" means the operator of a Connected Channel.

2.6. "Customer Credentials" means the developer applications, application keys, client secrets, access tokens, refresh tokens, sending domains, and other credentials that Customer (or its Client) registers with a Platform Provider and supplies to or authorizes through the Services.

2.7. "Customer Content" means all data, text, images, video, audio, brand assets, brand kits, voice profiles, documents uploaded to the knowledge base, briefs, instructions, contact lists, and other materials that Customer or its Authorized Users submit to the Services, and all data the Services retrieve from Connected Channels at Customer's direction (including comments, messages, reviews, and analytics).

2.8. "Output" means content generated by the Services for Customer, including campaign plans, posts, captions, emails, drip sequences, review replies, images, video clips, and research summaries.

2.9. "Published Content" means any Output or Customer Content that is published, posted, sent, or otherwise transmitted to a Connected Channel or to any third party through the Services, whether after Customer approval or through Auto-Publish.

2.10. "Auto-Publish" means any setting under which the Services publish or send content to a Connected Channel without a separate, per-item approval by an Authorized User, including per-channel or per-tool publishing permissions and scheduled Standing Orders.

2.11. "Standing Order" means a recurring or scheduled instruction that Customer configures for the Services to perform on an ongoing basis.

2.12. "Credits" means the usage units by which consumption of the Services is measured, including Credits included with a subscription plan ("Plan Credits") and Credits purchased separately ("Credit Packs").

2.13. "Pricing Page" means the SageOps pricing and plan information presented within the Services or on Company's website at the time of purchase.

2.14. "Documentation" means Company's then-current user guides and help materials for the Services.

3. The Services

3.1. Description. SageOps is an Agentic AI operating system for marketing. Its Digital Employee, Sage, can plan campaigns from a brief, draft posts, emails, images, and video clips, conduct web research with cited sources, maintain a brand kit and brand voices, draw on a knowledge base of Customer-uploaded documents, read and draft replies to Google Business Profile reviews, retrieve performance metrics for published posts where a Connected Channel makes them available, execute Standing Orders, and publish content to Customer's Connected Channels, in each case as configured by Customer.

3.2. Technology. The Services run on Eve-Fusion™, MindHYVE's compound reasoning system, operating on Microsoft Azure infrastructure. The reasoning configuration used by the Services is designated Eve-Marketing F5/reasoner. Company may change, replace, or update the models, components, and infrastructure used to provide the Services at any time, provided that such changes do not materially reduce the core functionality of a paid plan during a prepaid term.

3.3. Nature of the Services. Sage is software. It is not a human employee, agent, partner, or fiduciary of Customer, and it does not exercise independent legal judgment. Actions taken by the Services are taken at Customer's direction and under Customer's configuration.

3.4. Beta Features. Company may make available features identified as "beta," "preview," "early access," "experimental," or similar ("Beta Features"). Beta Features are provided "AS IS," may be changed or discontinued at any time without notice, may not be supported, are excluded from any service-level or support commitment, and are used at Customer's sole risk. Company's aggregate liability arising from Beta Features shall not exceed one hundred United States dollars (US$100.00).

3.5. Changes to the Services. Company may add, modify, or remove features of the Services from time to time. If Company removes a feature that is material to a paid plan during a prepaid term, Customer's sole remedy is to cancel the affected subscription and receive a pro-rata refund of prepaid, unused subscription fees for that plan.

4. Eligibility and Accounts

4.1. Eligibility. You must be at least eighteen (18) years old and able to form a binding contract to use the Services. The Services are not directed to, and may not be used by, individuals under eighteen (18). You may not use the Services if you are barred from doing so under applicable law, including the laws described in Section 26.

4.2. Account information. You must provide accurate, current, and complete registration and billing information and keep it updated.

4.3. Account security. Customer is responsible for maintaining the confidentiality of all account credentials, for all activity under its account, and for the acts and omissions of its Authorized Users as if they were Customer's own. Customer must notify Company promptly at legal@mindhyve.ai of any actual or suspected unauthorized access to its account.

4.4. Seats and workspaces. Customer may permit only the number of Authorized Users, workspaces, and brands permitted by its plan. Credentials may not be shared among individuals.

5. Connected Channels and Customer Credentials

5.1. Customer-supplied relationships. The Services connect to Connected Channels using Customer Credentials that Customer (or its Client) obtains directly from each Platform Provider. Where Customer connects a Connected Channel through a developer application that Customer (or its Client) registers with the Platform Provider, Customer is solely responsible for that application, its credentials, its review status, and its compliance with the Platform Provider's developer terms. Where the Services offer a connection through a developer application registered by Company, Company provides that application as a convenience only, may change, limit, or withdraw it at any time (including where the Platform Provider requires), and does not guarantee its availability. In either case, the Connected Channel accounts are Customer's, Customer is the party to each account agreement with a Platform Provider, and Customer remains responsible for all content published through them.

5.2. Customer responsibilities for credentials. Customer is solely responsible for: (a) registering, configuring, maintaining, and securing its developer applications and Customer Credentials; (b) obtaining and maintaining every approval, review, permission scope, and verification that a Platform Provider requires; (c) complying with each Platform Provider's terms of service, developer terms, platform policies, advertising and branded-content policies, automation and rate-limit rules, and data-use restrictions; (d) any fees charged by a Platform Provider; and (e) revoking Customer Credentials that are compromised or no longer authorized.

5.3. Authorization to act. Customer authorizes Company to use Customer Credentials to access each Connected Channel, retrieve data from it, and publish and send content to it, solely to provide the Services as configured by Customer. Customer represents and warrants that it has, and will maintain, all rights and authority necessary to grant this authorization, including the authority of any Client or account owner.

5.4. Platform changes and enforcement. Platform Providers may change, restrict, deprecate, or discontinue their interfaces, permissions, features, or policies; may rate-limit, reject, remove, demote, or label content; and may suspend, restrict, or terminate accounts, pages, applications, or credentials. Company is not responsible for, and shall have no liability arising from, any such action or change, including any loss of access, content, followers, reviews, data, reach, or advertising account standing, and such events do not entitle Customer to a refund or credit except as required by law. Company may suspend or remove support for any Connected Channel at any time.

5.5. No affiliation. References to a Platform Provider or its marks are for identification only and do not imply sponsorship, endorsement, or affiliation.

6. Publishing Controls, Approval, and Auto-Publish

6.1. Approval-first default. By default, the Services stage content that would be published or sent to a Connected Channel for review and approval by an Authorized User before it is published or sent.

6.2. Auto-Publish is Customer's election. Customer may elect to enable Auto-Publish for one or more Connected Channels or tools by changing the publishing permission for that channel or tool. Enabling Auto-Publish is Customer's decision. Any prompts or recommendations presented by the Services are informational and are not a representation by Company that Auto-Publish is safe, lawful, or appropriate for Customer's circumstances.

6.3. Customer is the publisher. Customer is the publisher, sender, and speaker of all Published Content, and is solely responsible for it, whether it was approved by an Authorized User, published through Auto-Publish, or executed under a Standing Order. Approval by any Authorized User, or by a Client under an Agency Customer's approval workflow, is approval by Customer.

6.4. Monitoring. Customer is responsible for monitoring its Connected Channels, the Services' activity logs, and its approval queue; for promptly correcting, removing, or retracting Published Content that is inaccurate, unlawful, or harmful; and for disabling Auto-Publish and Standing Orders when circumstances make them inappropriate.

6.5. Scheduling and delivery. Company does not guarantee that any content will be published or delivered at a particular time, in a particular form, or at all. Scheduled actions may be delayed, fail, or be rejected by a Platform Provider.

7. AI-Generated Output; Disclosure; No Professional Advice

7.1. Nature of Output. Output is generated by automated systems and may be inaccurate, incomplete, outdated, offensive, similar to content generated for others, or inconsistent with Customer's instructions, brand, or applicable law. Output may include statements of fact, statistics, claims, citations, quotations, or references to people, products, or organizations that are wrong or that Customer cannot substantiate. Customer must review all Output before relying on it or publishing it, and is responsible for verifying its accuracy, substantiation, and legality.

7.2. No professional advice. Output, including research summaries, analytics, and recommendations, is not legal, financial, tax, investment, medical, or other professional advice, and does not create any professional-client relationship. Customer should consult qualified professionals before making decisions in those areas, including decisions about regulated claims, contests and sweepstakes, and industry-specific advertising rules.

7.3. AI-generated-content disclosure. Customer is responsible for determining and satisfying any obligation to label or disclose content as AI-generated. Where the Services offer a setting that labels or discloses content as AI-generated, Customer may configure it, and if Customer disables or modifies any such setting, Customer assumes sole responsibility for determining and satisfying any disclosure obligation under applicable law and Platform Provider policies, including laws governing automated or bot communications and the disclosure of material connections, endorsements, and advertising. No setting or default offered by the Services guarantees that any particular disclosure is legally sufficient in Customer's circumstances.

7.4. No guarantee of results. Company does not guarantee any level of reach, impressions, engagement, followers, leads, conversions, reviews, ratings, search ranking, deliverability, revenue, or other result from the Services.

8. Customer Responsibilities and Compliance

8.1. Compliance with law. Customer is solely responsible for ensuring that its use of the Services, its Customer Content, and all Published Content comply with all applicable laws, regulations, and industry codes, including without limitation:

(a) the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), Canada's Anti-Spam Legislation (CASL), the EU ePrivacy Directive and its national implementations, the UK Privacy and Electronic Communications Regulations, and other laws governing commercial electronic messages;

(b) the Telephone Consumer Protection Act (47 U.S.C. § 227) and state analogues, to the extent any feature is used to send text messages or place calls;

(c) the EU General Data Protection Regulation, the UK GDPR, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and other privacy and data-protection laws, including as to any personal data of recipients, reviewers, commenters, and contacts;

(d) Section 5 of the FTC Act, the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), including disclosure of material connections and paid or sponsored content (such as "#ad"), and the FTC Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465);

(e) laws governing the disclosure of automated, bot, or AI-generated communications, including California Business and Professions Code §§ 17940–17943;

(f) consumer-protection, unfair-competition, false-advertising, comparative-advertising, pricing, sweepstakes, and contest laws;

(g) intellectual-property, right-of-publicity, privacy, and defamation laws; and

(h) industry-specific advertising and solicitation rules applicable to Customer, including rules governing attorney, healthcare, financial-services, insurance, and real-estate advertising.

8.2. Recipient consent and suppression. Customer is solely responsible for obtaining and documenting all consents required to send email or other messages to recipients, for honoring opt-outs and unsubscribe requests within the periods required by law, and for the lawful sourcing of every contact list it uploads. Customer must not disable, obscure, or circumvent any unsubscribe or suppression mechanism provided by the Services.

8.3. Reviews. When using features that read or reply to reviews, Customer must not use the Services to create, solicit, purchase, or post fake or undisclosed-incentive reviews, to suppress or selectively solicit reviews based on expected sentiment ("review gating"), or to disclose personal information of reviewers in replies.

8.4. Rights in Customer Content. Customer represents and warrants that it owns or has obtained all rights, licenses, consents, and releases necessary to submit Customer Content to the Services, to authorize the processing described in these Terms, and to publish all Published Content, including the rights of any person depicted or named in, or whose voice or likeness is used in, any Customer Content or Output.

8.5. Acceptable Use. Customer must comply, and ensure that its Authorized Users and Clients comply, with the AUP.

9. Acceptable Use

The AUP describes prohibited content and conduct and is part of these Terms. Company may investigate suspected violations and may remove content, disable Auto-Publish or Standing Orders, revoke access to Connected Channels, or suspend or terminate accounts in accordance with Sections 20 and 21.

10. Agencies, Client Workspaces, and Resellers

10.1. Agency responsibility. An Agency Customer is solely responsible for: (a) obtaining and maintaining each Client's written authorization to operate that Client's Connected Channels, to use that Client's brand assets and data, and to publish on that Client's behalf; (b) all Customer Content and Published Content in each Client Workspace; (c) the configuration of each Client Workspace, including approval workflows and Auto-Publish settings; (d) the acts and omissions of Client users it invites; and (e) its own agreements with its Clients.

10.2. No relationship with Clients. Company has no contractual relationship with, and no obligation to, any Client of an Agency Customer. As between Company and Clients, the Agency Customer is the Customer. Client approval features are provided for the Agency Customer's convenience and do not shift responsibility to Company.

10.3. Client data. An Agency Customer is the party that directs Company's processing of personal data in each Client Workspace and must ensure that its agreements with Clients permit that processing, including the use of Company as a processor or sub-processor.

10.4. Resale. Customer may not resell, sublicense, white-label, or provide access to the Services as a standalone product to third parties except (a) an Agency Customer's use of the Services to deliver its own services to its Clients as permitted by its plan, or (b) under a separate written reseller agreement signed by Company.

10.5. Additional brands. Additional brands or Client Workspaces beyond those included in a plan are billed at the rate stated on the Pricing Page.

11. Free Trial

11.1. Trial. Company may offer a free trial of the Services (at the Effective Date, fourteen (14) days) that does not require a payment method. Trial features, usage allowances, and duration are as described in the Services and may be changed or withdrawn at any time.

11.2. End of trial. Because no payment method is collected for the trial, the trial does not convert to a paid subscription automatically, and Customer will not be charged unless Customer affirmatively selects a paid plan and provides a payment method. Company may suspend access to a workspace after the trial ends and may delete trial Customer Content in accordance with Section 21.5 if Customer does not subscribe.

11.3. Trial limits. Company may limit trials to one per person, organization, or payment method, and may revoke a trial obtained through multiple accounts or other abuse.

12. Subscriptions, Fees, Automatic Renewal, and Cancellation

12.1. Plans and prices. Plans, prices, included Plan Credits, seat and brand limits, and overage terms are as stated on the Pricing Page at the time of purchase, or in an Enterprise order form. All fees are stated and payable in United States dollars unless otherwise indicated.

12.2. Billing and payment processing. Subscriptions and purchases are billed by MindHYVE.ai, Inc. on behalf of Eve-Marketing, LLC, which is the merchant of record for those charges, and payments are processed by Stripe, Inc. ("Stripe"). By providing a payment method, you authorize Company and Stripe to charge that payment method for all fees you incur, including recurring subscription fees, metered overage, additional-brand fees, and applicable taxes. Company does not store full payment card numbers.

12.3. AUTOMATIC RENEWAL. PAID SUBSCRIPTIONS RENEW AUTOMATICALLY AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUALLY, AS YOU SELECT AT CHECKOUT) FOR A PERIOD OF THE SAME LENGTH, AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT PRICE FOR YOUR PLAN, PLUS APPLICABLE TAXES, AT THE START OF EACH RENEWAL PERIOD UNTIL YOU CANCEL. Before you are charged, the checkout flow will disclose the price, billing frequency, that the subscription continues until cancelled, and how to cancel, and will request your affirmative consent to the automatic-renewal terms. Company will send you an acknowledgment that includes these terms and cancellation instructions, and will provide any renewal reminders required by applicable law.

12.4. How to cancel. You may cancel at any time online, through the billing settings in the Services, which open the customer billing portal. Cancellation takes effect at the end of the current billing period, and you retain access to paid features until then. You may also cancel by emailing hello@mindhyve.ai. Cancellation stops future renewal charges; it does not relieve you of fees already incurred, including metered overage accrued before the cancellation takes effect.

12.5. Price changes. Company may change the price of a plan. Company will give you notice of any price increase by email or in-app notice at least thirty (30) days before it applies, or such longer period as applicable law requires. The new price takes effect at your next renewal. If you do not agree to the new price, you may cancel before the renewal date.

12.6. Plan changes. Upgrades take effect immediately and may be prorated as stated at the time of the change. Downgrades take effect at the next renewal. Downgrading may reduce limits and may cause loss of access to features, workspaces, or brands that exceed the new plan's limits.

12.7. Refunds. Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable, and no refunds or credits are provided for partial billing periods, unused Credits, or unused features. Where applicable law grants you a cancellation, cooling-off, or refund right, that right is preserved.

12.8. Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added, goods and services, withholding, and similar taxes, other than taxes on Company's net income, and Company may collect such taxes where required by law.

12.9. Failed and late payments. If a payment fails, Company and Stripe may retry the charge. Company may suspend the Services under Section 20.1 if an amount remains unpaid fourteen (14) days after notice. Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and Customer is responsible for reasonable costs of collection.

12.10. Payment disputes. Customer must notify Company in writing of any disputed charge within sixty (60) days after the charge and cooperate in good faith to resolve it before initiating a chargeback. Company may suspend an account that is the subject of a chargeback pending resolution.

13. Credits, Credit Packs, and Overage

13.1. Measurement. Use of the Services consumes Credits at the rates Company determines and discloses in the Services or Documentation. Company's usage records are determinative of Credit consumption absent manifest error. Company may change consumption rates prospectively on notice.

13.2. Plan Credits. Plan Credits are allocated for each monthly usage cycle, expire at the end of that cycle, and do not roll over, unless the Pricing Page states otherwise.

13.3. Credit Packs. Credit Packs are one-time purchases, are not subscriptions, and do not renew. Credit Packs are consumed after Plan Credits for the current cycle are exhausted. Credit Packs do not expire while Customer's account remains open; unused Credit Packs lapse on termination of Customer's account, except where applicable law requires otherwise. Credit Packs have no cash value and are non-refundable except where required by law or stated in Section 12.

13.4. Nature of Credits. Credits have no cash value; are not currency, property, deposits, stored value, or gift cards; are non-transferable and may not be sold, exchanged, or assigned; may be used only for the Services under Customer's account; and are refundable only where required by applicable law. Company may void Credits obtained through fraud, error, or violation of these Terms.

13.5. Usage beyond the allowance. When Plan Credits and any Credit Packs are exhausted:

(a) on plans designated on the Pricing Page as hard-capped (at the Effective Date, Starter), usage of Credit-consuming features stops until the next cycle, an upgrade, or the purchase of a Credit Pack; and

(b) on plans designated on the Pricing Page as metered (at the Effective Date, Growth and Agency), usage continues and additional consumption is billed as overage at the rate stated on the Pricing Page, charged in arrears on Customer's subscription invoices, and Company may invoice accrued overage earlier once it reaches a threshold amount. Each metered plan has a per-cycle overage ceiling stated in the Services, at which usage stops until the next cycle unless the ceiling is changed. Customer may set spending limits where the Services provide that feature; Customer is responsible for all overage incurred up to any limit it sets or, if it sets none, all overage incurred.

13.6. Standing Orders and Auto-Publish consume Credits. Credits are consumed by actions the Services perform under Standing Orders, Auto-Publish, and background tasks configured by Customer, whether or not an Authorized User is actively using the Services.

14. Enterprise Plans

Enterprise plans are provided under an order form or other written agreement signed by Company, which may supplement or modify these Terms as expressly stated in it.

15. Customer Content and Output

15.1. Ownership. As between Customer and Company, Customer retains all right, title, and interest in Customer Content, and, to the extent Company has any rights in Output, Company assigns them to Customer, subject to Customer's compliance with these Terms and to the rights of third parties. Customer acknowledges that Output may not be protectable by copyright or other intellectual-property rights in some jurisdictions, that similar Output may be generated for other customers, and that Company's assignment does not extend to Company Technology (Section 16) or to third-party materials.

15.2. License to Company. Customer grants Company and its affiliates a worldwide, non-exclusive, royalty-free license, for the term of these Terms and any retention period described in Section 21, to host, store, copy, process, transmit, adapt, display, and publish Customer Content and Output solely to: (a) provide, maintain, secure, and support the Services for Customer, including publishing to Connected Channels as Customer directs; (b) prevent fraud, abuse, and violations of these Terms; (c) comply with law; and (d) create aggregated and de-identified data about use of the Services that does not identify Customer, any individual, or any Customer Content. Company may permit its sub-processors to exercise this license on its behalf for the same purposes.

15.3. No training on Customer Content. Company does not use Customer Content or Output to train, fine-tune, or otherwise improve foundation models or general-purpose reasoning models. This commitment does not restrict the retrieval of Customer's own knowledge-base documents, brand kit, and history to provide the Services to Customer.

15.4. Removal. Company may, but has no obligation to, review, refuse to process, or remove Customer Content or Output that Company reasonably believes violates these Terms, the AUP, or applicable law, or that exposes Company, its affiliates, or third parties to harm or liability.

15.5. Backups. Customer is responsible for maintaining its own copies of Customer Content. The Services are not an archive or backup service.

16. Company Intellectual Property; Feedback; Restrictions

16.1. Company Technology. The Services, Eve-Fusion™, Eve-Grid™, the Sage Digital Employee, and all software, models, prompts, system instructions, workflows, templates, skills, interfaces, designs, Documentation, and other technology used to provide the Services, and all improvements to them (collectively, "Company Technology"), are owned by Company, MindHYVE.ai, Inc., or their licensors and are protected by intellectual-property and trade-secret laws. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer, by implication, estoppel, or otherwise.

16.2. Access right. Subject to these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Services for Customer's internal business purposes and, for Agency Customers, to provide services to their Clients.

16.3. Trademarks. MindHYVE™, Eve-Fusion™, Eve-Grid™, Eve-Genesis™, SageOps™, Sage™, and related names and logos are trademarks of MindHYVE.ai, Inc. or its affiliates. Customer may not use them without Company's prior written permission, except to refer to the Services accurately.

16.4. Restrictions. Customer shall not, and shall not permit anyone to: (a) copy, modify, or create derivative works of Company Technology; (b) reverse engineer, decompile, or attempt to derive source code, model weights, system instructions, or the identity or configuration of underlying models, except to the extent applicable law expressly permits despite this restriction; (c) use the Services or Output to develop, train, or benchmark a competing product or model; (d) access the Services through automated means other than interfaces Company provides; (e) circumvent usage limits, Credit metering, or security controls; or (f) remove proprietary notices.

16.5. Feedback. If Customer provides suggestions, comments, or other feedback about the Services ("Feedback"), Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use and exploit the Feedback for any purpose without obligation to Customer. Feedback does not include Customer Content.

17. Confidentiality

17.1. Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Content is Customer's Confidential Information. Company Technology and non-public pricing are Company's Confidential Information. Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction, is independently developed, or is rightfully received from a third party without restriction.

17.2. Obligations. The recipient will use the discloser's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will disclose it only to its and its affiliates' employees, contractors, and sub-processors who need to know it and are bound by obligations at least as protective. The recipient may disclose Confidential Information if required by law, after giving reasonable prior notice where legally permitted.

17.3. Published Content. Published Content ceases to be Confidential Information once Customer publishes it.

18. Privacy, Data Processing, and Security

18.1. Privacy Policy. Company's handling of personal data is described in the SageOps Privacy Policy.

18.2. Data Processing Addendum. To the extent Company processes personal data contained in Customer Content on Customer's behalf, the SageOps Data Processing Addendum (the "DPA"), available on request from privacy@mindhyve.ai, is incorporated into these Terms. Under the DPA, Customer is the controller (or, for an Agency Customer, a processor acting for its Client) and Company is Customer's processor or service provider.

18.3. Security. Company will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Content, as described in the DPA. No method of transmission or storage is completely secure, and Company does not guarantee that unauthorized access will never occur.

18.4. Security incidents. If Company becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Content in Company's systems (a "Security Incident"), Company will notify Customer without undue delay, and in any event within the period required by applicable law or the DPA, and will provide information reasonably available to Company to help Customer meet its own notification obligations. Notice of a Security Incident is not an acknowledgment of fault or liability.

18.5. Customer security obligations. Customer is responsible for securing its own systems, Customer Credentials, and Connected Channel accounts, and for notifying Company promptly of any suspected compromise affecting the Services.

19. Third-Party Services

The Services interoperate with third-party services, including Connected Channels, web sources accessed during research, and payment processing. Third-party services are governed by their own terms and privacy policies, are not part of the Services, and are not controlled by Company. Company does not warrant and is not responsible for any third-party service, including its availability, security, accuracy, content, or data practices, or for any data that a third-party service receives from or transmits to Customer through the Services at Customer's direction.

20. Suspension

20.1. Grounds. Company may suspend all or part of Customer's access to the Services, disable Auto-Publish or Standing Orders, or disconnect any Connected Channel, with or without prior notice, if Company reasonably determines that: (a) any amount owed is overdue as described in Section 12.9; (b) Customer or any Authorized User has violated these Terms or the AUP; (c) Customer's use poses a security, legal, or operational risk to Company, the Services, any Platform Provider, or any third party, or could subject Company to liability; (d) a Platform Provider, regulator, or court requires it; or (e) Customer's account has been compromised.

20.2. Scope and restoration. Company will use reasonable efforts to limit a suspension to the extent necessary and, where practicable and lawful, to give notice. Company will restore access once the cause is resolved. Fees continue to accrue during a suspension caused by Customer's breach or non-payment.

21. Term, Termination, Data Export, and Retention

21.1. Term. These Terms remain in effect while Customer uses the Services or has an active account.

21.2. Termination by Customer. Customer may cancel its subscription as described in Section 12.4 and may close its account through the account settings or by contacting Company.

21.3. Termination by Company. Company may terminate these Terms or Customer's account: (a) for material breach not cured within fifteen (15) days after notice; (b) immediately, on notice, for a violation of the AUP, fraud, repeated or serious violations, or conduct described in Section 20.1(c) or (d); or (c) for convenience on at least thirty (30) days' notice, in which case Company will refund prepaid, unused subscription fees for the remainder of the current term. No refund is provided on termination for Customer's breach.

21.4. Data export. Customer may obtain a copy of its account data in JSON format through the account export function of the Services, or by contacting Company, at any time during the term and for thirty (30) days after cancellation or termination (other than termination for Customer's AUP violation or unlawful use, in which case Company may, but is not obliged to, provide an export) (the "Export Period"). After the Export Period, Company has no obligation to retain or provide Customer Content.

21.5. Deletion. After the Export Period, Company will delete or de-identify Customer Content within thirty (30) days, and from backups within a further fourteen (14) days as they expire, except that Company may retain: (a) copies in backups until they are overwritten in the ordinary course; (b) data it is required by law to retain; (c) billing, transaction, and audit records; and (d) data reasonably necessary to establish, exercise, or defend legal claims or to enforce these Terms. Retained data remains subject to Section 17. Unsubscribe and suppression records may be retained to ensure opt-outs continue to be honored. Content already published to Connected Channels is not deleted by Company; removing it is Customer's responsibility.

21.6. Effect of termination. On termination, Customer's access right ends, Standing Orders and Auto-Publish stop, unused Credits are forfeited except where law requires otherwise, and all unpaid fees (including accrued overage) become immediately due.

21.7. Survival. Sections 2, 5.4, 6.3, 7, 8, 10.1–10.3, 12.7–12.10, 13.4, 15, 16, 17, 19, 21, 22, 23, 24, 25, 26, and 28, and any other provision that by its nature should survive, survive termination.

22. Warranties and Disclaimers

22.1. Mutual. Each party represents that it has the power and authority to enter into these Terms.

22.2. Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 22.1, THE SERVICES, OUTPUT, BETA FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVE-MARKETING, LLC AND MINDHYVE.AI, INC. DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

22.3. Specific disclaimers. WITHOUT LIMITING SECTION 22.2, COMPANY DOES NOT WARRANT THAT: (a) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) OUTPUT WILL BE ACCURATE, COMPLETE, ORIGINAL, NON-INFRINGING, LAWFUL, OR SUITABLE FOR ANY PURPOSE; (c) ANY CONNECTED CHANNEL OR PLATFORM PROVIDER INTERFACE WILL BE AVAILABLE OR REMAIN COMPATIBLE WITH THE SERVICES; (d) CONTENT WILL BE PUBLISHED, DELIVERED, OR DISPLAYED AS INTENDED; (e) USE OF THE SERVICES WILL NOT RESULT IN ACTION BY A PLATFORM PROVIDER AGAINST CUSTOMER'S ACCOUNTS; OR (f) THE SERVICES WILL ACHIEVE ANY BUSINESS RESULT.

22.4. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the exclusions above apply to the fullest extent permitted by law.

23. Limitation of Liability

23.1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EVE-MARKETING, LLC, MINDHYVE.AI, INC., OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS (THE "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, REPUTATION, BUSINESS OPPORTUNITY, DATA, FOLLOWERS, REVIEWS, OR PLATFORM ACCOUNT STANDING, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

23.2. CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100.00).

23.3. Specific exclusions. WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES WILL NOT BE LIABLE FOR: (a) PUBLISHED CONTENT, INCLUDING CONTENT PUBLISHED THROUGH AUTO-PUBLISH OR STANDING ORDERS; (b) CUSTOMER'S RELIANCE ON OUTPUT; (c) ANY ACT OR OMISSION OF A PLATFORM PROVIDER OR OTHER THIRD PARTY, INCLUDING CHANGES TO OR DISCONTINUATION OF ANY INTERFACE AND ANY SUSPENSION OR TERMINATION OF CUSTOMER'S ACCOUNTS; (d) COMPROMISE OF CUSTOMER CREDENTIALS NOT CAUSED BY COMPANY'S BREACH OF SECTION 18.3; OR (e) CUSTOMER'S FAILURE TO COMPLY WITH SECTION 8.

23.4. Application. The limitations in this Section 23 apply even if a limited remedy fails of its essential purpose and reflect an allocation of risk that is an essential basis of the parties' bargain. They do not limit Customer's payment obligations or either party's liability for fraud, or for any liability that cannot be limited under applicable law.

24. Indemnification

24.1. By Customer. Customer will defend, indemnify, and hold harmless the Company Parties from and against all third-party claims, demands, suits, regulatory investigations and proceedings, and all resulting losses, damages, fines, penalties, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Content or Published Content, including content published through Auto-Publish or Standing Orders; (b) Customer's or its Authorized Users' or Clients' use of the Services, including any messages sent to recipients; (c) Customer's breach of these Terms, the AUP, or any Platform Provider terms; (d) Customer's violation of applicable law, including the laws listed in Section 8.1; (e) any claim by a Client of an Agency Customer, or by any person whose data, likeness, review, or content Customer processed or published; (f) Customer Credentials and Customer's developer applications; or (g) Customer's failure to make any disclosure required by Section 7.3, including by disabling or modifying any disclosure setting the Services offer.

24.2. By Company. Company will defend Customer against any third-party claim alleging that the Services, as provided by Company and used by Customer in accordance with these Terms, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages and costs finally awarded against Customer or agreed in a settlement approved by Company. Company has no obligation for claims arising from Output, Customer Content, Published Content, Beta Features, Connected Channels or other third-party services, combinations with items not provided by Company, modifications not made by Company, or use in breach of these Terms. If the Services are, or in Company's opinion are likely to be, subject to such a claim, Company may procure the right for Customer to continue using them, modify them to be non-infringing, or terminate the affected Services and refund prepaid, unused fees. This Section 24.2 states Company's sole liability and Customer's exclusive remedy for infringement claims, and Company's obligations under it are subject to the cap in Section 23.2.

24.3. Procedure. The indemnified party must give prompt written notice of the claim (failure to do so relieves the indemnifying party only to the extent it is prejudiced), grant the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a manner that imposes liability or an admission on the indemnified party without its prior written consent, not to be unreasonably withheld. Company may participate in the defense of any claim under Section 24.1 with counsel of its choice at its own expense, and may assume control of the defense if Customer fails to defend diligently.

25. Dispute Resolution; Binding Arbitration; Class Action Waiver

25.1. Governing law. These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section 25. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.2. Informal resolution. Before commencing arbitration or a small-claims action, a party must send the other a written notice describing the dispute and the relief sought. Notices to Company must be sent to legal@mindhyve.ai and to the postal address in Section 29. The parties will attempt in good faith to resolve the dispute for sixty (60) days after the notice is received, including, on request, by an individual video or telephone conference. Any applicable limitations period is tolled during this period.

25.3. Agreement to arbitrate. Except as provided in Sections 25.4 and 25.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the formation, scope, validity, enforceability, or arbitrability of this Section 25, will be resolved by final and binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, where the amount in controversy exceeds the Streamlined threshold, its Comprehensive Arbitration Rules and Procedures) then in effect. The arbitration will be conducted by a single arbitrator in Orange County, California, or by videoconference or written submissions where the parties agree or the arbitrator so orders. The arbitrator may award any individual relief that a court could award, and judgment on the award may be entered in any court of competent jurisdiction. Payment of arbitration fees is governed by the JAMS rules Where a dispute is with an individual acting in a personal capacity, the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness applies..

25.4. Small-claims carve-out. Either party may instead bring an individual claim in a small-claims court of competent jurisdiction, so long as the claim remains in that court and is pursued only on an individual basis.

25.5. Intellectual property and injunctive relief. Either party may bring an action in court for temporary, preliminary, or permanent injunctive relief to protect its intellectual property rights or Confidential Information, or to stop unauthorized use of the Services, without first following Section 25.2.

25.6. CLASS ACTION AND JURY TRIAL WAIVER. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS 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 party's claims or preside over any form of class or representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

25.7. Mass filings. If twenty-five (25) or more similar demands for arbitration are filed against Company by or with the assistance of the same or coordinated counsel, the parties agree that the demands will be administered in batches in accordance with the JAMS Mass Arbitration Procedures and Guidelines then in effect, and that any applicable limitations period is tolled for demands not yet in an active batch.

25.8. Opt-out. You may opt out of this agreement to arbitrate by sending written notice to legal@mindhyve.ai within thirty (30) days after you first accept these Terms, stating your name, the account email address, and that you opt out of arbitration. Opting out does not affect any other provision of these Terms. If you opt out, or if this Section 25 is found not to apply, disputes will be resolved exclusively in the state or federal courts located in Orange County, California, and each party consents to personal jurisdiction there.

25.9. Severability of this Section. If the class action waiver in Section 25.6 is found unenforceable as to any claim or request for relief, that claim or request (and only that claim or request) will be severed and heard in court under Section 25.8 after the arbitration of all other claims, and the remainder of this Section 25 will be enforced. If any other part of this Section 25 is found unenforceable, the remainder will be enforced.

25.10. Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be commenced within one (1) year after the claim arose, or it is permanently barred.

26. Export Controls and Sanctions

26.1. Customer will comply with all applicable export-control and economic-sanctions laws, including the U.S. Export Administration Regulations and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control.

26.2. Customer represents and warrants that neither it nor any Authorized User or Client is (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, or (b) identified on, or owned or controlled by a party identified on, any U.S. government restricted-party list. Customer will not access, use, export, or re-export the Services or Output in violation of these laws or for any prohibited end use. Company may suspend or terminate access immediately to comply with this Section.

27. Changes to These Terms

27.1. Company may modify these Terms. For material changes, Company will provide at least thirty (30) days' notice before the changes take effect, by email to the account address, by in-app notice, or by a prominent notice in the Services. Non-material changes, and changes required by law, may take effect on posting.

27.2. Changes do not apply retroactively and do not apply to disputes of which Company had actual notice before the change took effect. If Customer does not agree to a change, Customer must cancel before it takes effect; in that case, for a material adverse change during a prepaid annual term, Company will refund prepaid, unused fees for the remainder of that term. Continued use of the Services after a change takes effect constitutes acceptance.

27.3. Company will not modify Section 25 in a way that applies to a dispute already pending, and a party may elect to have a dispute governed by the version of Section 25 in effect when the dispute arose.

28. General

28.1. Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

28.2. Assignment. Customer may not assign or transfer these Terms without Company's prior written consent. Company may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the relevant assets. Any purported assignment in violation of this Section is void.

28.3. Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes, failures of utilities, telecommunications, cloud-infrastructure, or AI model service providers, cyberattacks not caused by the affected party's failure to maintain reasonable security, and actions of Platform Providers.

28.4. Notices. Company may give notice by email to the account address, by in-app notice, or by posting in the Services. Customer must give legal notice in writing to legal@mindhyve.ai, with a copy to the postal address in Section 29.

28.5. Electronic communications. Customer consents to receive agreements, notices, disclosures, invoices, and other communications electronically, and agrees that they satisfy any requirement that they be in writing.

28.6. Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force, subject to Section 25.9.

28.7. Waiver. A failure or delay in enforcing any provision is not a waiver. A waiver is effective only if in writing and signed by the waiving party.

28.8. No third-party beneficiaries. Except for the Company Parties under Sections 23 and 24, there are no third-party beneficiaries of these Terms. Clients of Agency Customers are not third-party beneficiaries.

28.9. U.S. Government users. The Services are "commercial computer software" and "commercial computer software documentation" provided with only the rights granted in these Terms.

28.10. Publicity. Company will not use Customer's name or logo to identify Customer as a customer without Customer's prior written consent.

28.11. Language. These Terms are written in English. Any translation is provided for convenience only, and the English version controls.

28.12. Entire agreement. These Terms, together with the documents incorporated by reference and any written agreement described in Section 1.4(a), are the entire agreement between the parties regarding the Services and supersede all prior and contemporaneous agreements, proposals, and representations regarding their subject matter. Terms in any Customer purchase order or other Customer document are rejected and have no effect.

29. Contact