TERMS OF SERVICE

1.1 "Authorized Users" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to use the Services and have been provided access credentials by Customer, including, where applicable, agency or partner personnel operating the Services on behalf of a client organization.

1.2 "Customer Content" means all data, information, text, prompts, brand and competitor names, website URLs, credentials, and other materials uploaded, submitted, configured, or otherwise provided to the Services by or on behalf of Customer.

1.3 "Documentation" means any user manuals, technical specifications, and other documentation made available by Halogen AI relating to the Services.

1.4 "Generated Output" means the reports, scores, analyses, recommendations, content drafts (including FAQ, credentials, statistics, topic-hub, and llms.txt drafts), audits, and PDF/CSV exports produced by the Services based on Customer Content and on data retrieved from AI Providers and public web sources.

1.5 "AI Providers" means the third-party generative AI assistants and models the Services query or integrate with, including Anthropic (Claude), OpenAI (GPT models), and Google (Gemini), together with any successors or additions identified in our Subprocessor List.

1.6 "Connected Services" means third-party content management, hosting, or publishing platforms that Customer elects to connect to the Services for the purpose of publishing Generated Output, including WordPress, WordPress.com, and Wix.

1.7 "Services" means Halogen AI's proprietary software-as-a-service platform marketed as Halogen Presence™, an Answer Engine Optimization (AEO) platform that tracks, measures, and helps improve how a brand is described and cited within the responses of generative AI assistants, including all related tools, features, dashboards, reports, audits, content generation, publishing integrations, and functionality.

1.8 "Subscription Term" means the period during which Customer has paid for, or has been granted trial access to, the Services.

1.9 "Subprocessor List" means the current list of third-party service providers Halogen AI uses to provide the Services, made available at halo-gen.ai/legal/dpa or upon request, as updated from time to time.

1.10 "Third-Party Services" means services, platforms, or tools provided by third parties that the Services rely upon or integrate with, including the AI Providers; the Connected Services; payment processing (Stripe); email delivery (Resend); hosting and infrastructure (Vercel); database hosting (Neon); and other vendors identified in the Subprocessor List.

2.1 Grant of Rights. Subject to the terms and conditions of this Agreement, Halogen AI grants Customer a non-exclusive, non-transferable, limited right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

2.2 Authorized Users. Customer may permit Authorized Users to access and use the Services on Customer's behalf. Customer is responsible for: (a) ensuring Authorized Users comply with this Agreement; (b) the accuracy of all information provided by Authorized Users; and (c) any actions taken by Authorized Users through the Services.

2.3 Multi-Organization and Agency Use. The Services support access to multiple organizations by a single user and use by agencies or partners on behalf of client organizations. Each Authorized User must have unique login credentials. Sharing of login credentials is strictly prohibited. Where Customer operates the Services on behalf of a third party, Customer represents that it is authorized to do so and remains responsible for that party's Customer Content and for compliance with this Agreement.

2.4 Free Trials. Halogen AI may make the Services, or portions of them, available on a free-trial basis. Trial access begins on the date access is granted and continues for the period Halogen AI designates. Trial access may be limited, suspended, modified, or terminated by Halogen AI at any time. Features and quotas available during a trial may differ from paid access.

2.5 Service Scopes. Access to the Services may be provisioned at different scopes, including a full-platform scope and a limited audit-only scope that provides access solely to a one-time Site Health audit and related results. The scope granted to a given user or session determines which features and routes that user may access.

2.6 Usage Limits. Use of the Services is subject to per-organization and per-user quotas, which may include limits on the number of tracked prompts, custom sentiment dimensions, tracked competitors, organizations per user, and the frequency of automated checks. These quotas are set forth in the applicable order form, on our website, within the Services, or as otherwise configured for Customer's account.

2.7 Service Modifications. Halogen AI reserves the right to modify, update, or discontinue features of the Services at any time, including the AI Providers and Connected Services it supports, provided that such changes do not materially diminish the core functionality of the Services during Customer's paid Subscription Term.

3.1 Acceptable Use. Customer agrees to use the Services only for lawful purposes and in accordance with this Agreement. Customer shall not:

• Share, sell, or transfer access credentials;
• Use the Services to generate, publish, or distribute content that is illegal, harmful, threatening, abusive, defamatory, deceptive, or otherwise objectionable, or that misrepresents the source or accuracy of the content;
• Attempt to reverse engineer, decompile, or discover the source code of the Services;
• Use automated means to access the Services beyond the automated checks and features Halogen AI provides, or otherwise without our express written permission;
• Interfere with or disrupt the Services or the servers or networks connected to the Services, or attempt to circumvent any usage limits, scope restrictions, or access controls;
• Use the Services to track, audit, crawl, or publish to any website or property that Customer does not own or is not authorized to act upon;
• Use the Services to infringe upon the intellectual property or other rights of any third party;
• Upload malicious code or viruses.

3.2 Connected Services and Publishing. If Customer connects a Connected Service in order to publish Generated Output, Customer represents and warrants that it owns or is authorized to access and publish to that property, and Customer is solely responsible for: (a) the credentials it provides; (b) reviewing, editing, and approving all Generated Output before it is published; and (c) all content that is published to or through any Connected Service. Customer authorizes Halogen AI to access the Connected Service and to transmit and publish content to it at Customer's direction.

3.3 Audited Properties. By submitting a website or URL for a Site Health audit, First Impression audit, or any other crawl-based feature, Customer represents that it is authorized to have that property accessed and analyzed by the Services.

3.4 Customer Responsibilities. Customer is solely responsible for:

• The accuracy, quality, and legality of Customer Content;
• Obtaining all necessary consents for processing any personal data within Customer Content;
• Maintaining the confidentiality of account credentials;
• Reviewing and validating Generated Output before relying on or acting upon it;
• All activities that occur under Customer's account.

3.5 Compliance with Laws. Customer represents and warrants that its use of the Services will comply with all applicable laws and regulations.

4.1 Subscription Fees. Customer shall pay the subscription fees as set forth in the applicable order form or as displayed on our website at the time of purchase. Fees may vary based on the plan, scope, and usage quotas selected.

4.2 Payment Terms. All fees are due and payable in advance on a monthly or annual basis, as selected by Customer. Payment processing is handled by our third-party payment processor and is subject to its terms and conditions.

4.3 Taxes. All fees are exclusive of taxes, and Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity.

4.4 No Refunds. All fees paid are non-refundable, except as specifically provided in this Agreement, in our Refund Policy, or as required by applicable law.

4.5 Suspension for Non-Payment. Halogen AI reserves the right to suspend or terminate access to the Services for non-payment of fees that are more than thirty (30) days overdue.

5.1 Halogen AI Property. Halogen AI retains all right, title, and interest in and to the Services, including all software, technology, designs, scoring methodologies, recommendation templates, and Documentation, and all intellectual property rights therein.

5.2 Customer Content. Customer retains all right, title, and interest in and to Customer Content. Customer grants Halogen AI a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, process, and display Customer Content, and to transmit relevant portions of it to AI Providers and Connected Services, solely as necessary to provide the Services to Customer.

5.3 Generated Output. As between the parties and subject to the rights of AI Providers and other third parties in any underlying models or source materials, Customer owns the Generated Output created specifically for Customer. Halogen AI retains all right, title, and interest in the Services and in any underlying methodologies, templates, scoring models, know-how, and general insights that are not specific to Customer. Customer acknowledges that Generated Output may incorporate or be derived from outputs of AI Providers and from publicly available web sources, and that Halogen AI does not represent that Generated Output is unique to Customer or free of similarity to output provided to other customers.

5.4 Feedback. Any suggestions, feedback, or recommendations provided by Customer regarding the Services shall become the property of Halogen AI and may be used for any purpose without obligation to Customer.

6.1 Use of AI Providers. The Services query and integrate with third-party AI Providers to measure visibility, extract citations, classify sentiment, generate content drafts, and produce other Generated Output. Customer acknowledges that the behavior, availability, and output of AI Providers are outside Halogen AI's control and may change without notice.

6.2 No Guarantee of Accuracy. Generated Output, including visibility statuses, citation classifications, sentiment scores, audit scores, persona simulations, and AI-generated content drafts, is produced by automated and probabilistic systems and may contain errors, omissions, or inaccuracies. Generated Output does not constitute professional, legal, financial, or marketing advice. Customer is responsible for independently reviewing, verifying, and approving all Generated Output before relying on it or publishing it.

7.1 Data Processing. Customer acknowledges that Halogen AI uses Third-Party Services to host, store, transmit, and process data. These currently include: AI Providers — Anthropic (Claude), OpenAI (GPT models), and Google (Gemini); payment processing — Stripe; email delivery — Resend; infrastructure and hosting — Vercel; and database hosting — Neon. The current and authoritative list of subprocessors is maintained in the Subprocessor List. Customer Content transmitted to a Third-Party Service may be subject to that provider's terms and privacy policies.

7.2 Data Processing Addendum. To the extent Halogen AI processes personal data on Customer's behalf, such processing is governed by our Data Processing Addendum, available at halo-gen.ai/legal/dpa, which is incorporated into this Agreement by reference.

7.3 Geographic Scope. The Services are designed and offered primarily for use by customers located in the United States and Canada. Customer represents that it will not use the Services from, or upload data originating from, any other jurisdiction without Halogen AI's prior written consent. Customer acknowledges that, because the Services rely on AI Providers and other Third-Party Services, Customer Content may be transmitted to and processed in jurisdictions outside Customer's own.

7.4 Data Security. Halogen AI will implement commercially reasonable technical and organizational measures to protect Customer Content against unauthorized access, loss, or alteration, including encryption of stored credentials for Connected Services. However, Customer acknowledges that no method of electronic transmission or storage is 100% secure.

7.5 Data Retention. Halogen AI may retain Customer Content and Generated Output as necessary to provide the Services and as required by applicable law. Certain transient or lead-generation records, such as anonymous public audit results, may be retained only for a limited period and automatically deleted thereafter. Upon termination, Halogen AI will delete or return Customer Content upon written request, subject to any legal retention requirements.

8.1 Confidential Information. Each party agrees to maintain the confidentiality of the other party's confidential information and not to use such confidential information except as necessary to perform under this Agreement.

8.2 Exceptions. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law.

9.1 Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless Halogen AI and its officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Services; (b) Customer Content; (c) content published by or at the direction of Customer to any Connected Service; (d) any website or property Customer submitted for audit or tracking without authorization; (e) Customer's violation of this Agreement; or (f) Customer's violation of any rights of another party.

9.2 Procedure. The indemnified party will promptly notify the indemnifying party of any claim and cooperate in the defense. The indemnifying party shall have control of the defense and settlement, provided that no settlement may be entered without the indemnified party's consent if it includes an admission of liability.

10.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) this Agreement constitutes a legal and binding obligation.

10.3 No Guarantee of Results. Halogen AI does not guarantee any specific results from use of the Services, including any particular level of AI-assistant visibility, citation, sentiment, audit score, or business outcome.

11.3 Insurance Commitment. Once Halogen AI reaches $500,000 in annual revenue, Halogen AI agrees to maintain commercially reasonable insurance coverage, including general liability and errors and omissions insurance, appropriate for a business of its size and nature.

11.5 Essential Purpose. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES.

12.1 Term. This Agreement commences on the date Customer first accesses the Services (including any free-trial access) and continues for the duration of the Subscription Term, unless earlier terminated.

12.2 Termination for Convenience. Customer may terminate this Agreement at any time by canceling their subscription through their account settings. Termination will be effective at the end of the current billing period.

12.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice.

12.4 Effect of Termination. Upon termination: (a) Customer's right to access the Services will immediately cease; (b) all fees owed by Customer become immediately due and payable; and (c) each party will return or destroy the other party's confidential information.

12.5 Survival. Sections 5, 6, 7, 8, 9, 10, 11, 13, and 14 shall survive termination of this Agreement.

13.1 Third-Party Terms. Customer acknowledges that the Services rely upon and integrate with Third-Party Services, including AI Providers and Connected Services. Customer's use of such Third-Party Services is subject to their respective terms and conditions. Halogen AI is not responsible for the acts or omissions of any Third-Party Service.

13.2 No Liability. Halogen AI shall not be liable for any unavailability, errors, changes, or issues arising from Third-Party Services, including but not limited to AI model behavior, data processing, storage, content publishing, email delivery, or payment processing.

14.1 Governing Law. This Agreement shall be governed by the laws of the State of Washington, United States, without regard to its conflict of laws provisions.

14.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

14.3 Entire Agreement. This Agreement, together with any order form, the Data Processing Addendum, and policies incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, whether written or oral.

14.4 Amendment. Halogen AI may modify these Terms at any time by posting the modified Terms on our website. Continued use of the Services after such posting constitutes acceptance of the modified Terms.

14.5 Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision.

14.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.7 Assignment. Customer may not assign this Agreement without Halogen AI's prior written consent. Halogen AI may assign this Agreement without restriction.

14.8 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control.

14.9 Notices. All notices must be in writing and sent to the email address associated with Customer's account or to Halogen AI at legal@halo-gen.ai.

14.10 Relationship of Parties. The parties are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture relationship.