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.

1.2 "Customer Content" means all data, information, text, documents, and other materials uploaded, submitted, 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 "GTM Deliverables" means the go-to-market plans, strategies, insights, and related PDF documents generated by the Services based on Customer Content.

1.5 "Services" means Halogen AI's proprietary software-as-a-service platform that generates go-to-market plans, strategies, and insights for founders, marketers, and marketing agencies, including all related tools, features, and functionality.

1.6 "Subscription Term" means the period during which Customer has paid for access to the Services.

1.7 "Third-Party Services" means services, platforms, or tools provided by third parties, including but not limited to Stripe, Vercel, and Google Gemini.

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-Seat Accounts. For customers requiring multiple user accounts (such as marketing agencies), each Authorized User must have unique login credentials. Sharing of login credentials is strictly prohibited.

2.4 Service Modifications. Halogen AI reserves the right to modify, update, or discontinue features of the Services at any time, 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 content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Attempt to reverse engineer, decompile, or discover the source code of the Services
• Use automated means to access the Services without our express written permission
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Use the Services to infringe upon intellectual property rights of any third party
• Upload malicious code or viruses

3.2 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
• All activities that occur under Customer's account

3.3 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.

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, Stripe, and is subject to their 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 or 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, 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, and display Customer Content solely as necessary to provide the Services to Customer.

5.3 GTM Deliverables. Customer owns all right, title, and interest in the GTM Deliverables created specifically for Customer. Halogen AI retains rights to any underlying methodologies, templates, know-how, and general insights that are not specific to Customer.

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 Data Processing. Customer acknowledges that Halogen AI uses Third-Party Services (including Stripe, Vercel, and Google Gemini) to store and process data. Customer Content may be subject to the terms, conditions, and privacy policies of these Third-Party Services.

6.2 Geographic Restrictions. The Services are designed 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.

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

6.4 Data Retention. Halogen AI may retain GTM Deliverables and Customer Content as necessary to provide the Services and as required by applicable law. Upon termination, Halogen AI will delete or return Customer Content upon written request, subject to any legal retention requirements.

7.1 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.

7.2 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.

8.1 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) Customer's violation of this Agreement; or (d) Customer's violation of any rights of another party.

8.2 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.

9.1 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.

9.3 No Guarantee of Results. Halogen AI does not guarantee any specific results from use of the Services or the success of any GTM Deliverables.

10.3 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.

10.5 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.

11.1 Term. This Agreement commences on the date Customer first accesses the Services and continues for the duration of the Subscription Term, unless earlier terminated.

11.2 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.

11.3 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.

11.4 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.

11.5 Survival. Sections 5, 6, 7, 8, 9, 10, 12, and 13 shall survive termination of this Agreement.

12.1 Third-Party Terms. Customer acknowledges that the Services integrate with Third-Party Services. Customer's use of such Third-Party Services is subject to the terms and conditions of those services. Halogen AI is not responsible for the acts or omissions of any Third-Party Services.

12.2 No Liability. Halogen AI shall not be liable for any unavailability, errors, or issues arising from Third-Party Services, including but not limited to data processing, storage, or payment processing issues.

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

13.2 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.

13.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, whether written or oral.

13.4 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.

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

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

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

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

13.9 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.

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