Terms of Service

This Agreement is between Marlo Labs Inc. and the company or person accessing or using the Product. This Agreement consists of (1) the Order Form below and (2) the Framework Terms defined below.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up for, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by its terms and conditions.

Order form

Framework Terms

This Order Form incorporates and is governed by the Framework Terms, made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1, which are incorporated by reference. Any modifications to the Standard Terms made in this Cover Page control over conflicts with the Standard Terms. Capitalized words have the meanings given in this Cover Page or the Standard Terms.

Cloud Service

MarloAI, a multi-tenant marketing operations platform for franchise and multi-location brands. The platform maintains a versioned brand context record (the Nucleus) and provides AI-assisted content generation and social publishing, digital asset management, and CRM flow generation against that context.

Order Date

The Effective Date.

Subscription Period

One (1) month, renewing automatically for successive one-month periods. Where Customer and Provider execute a separate Order Form or Statement of Work, the term stated in that document applies and controls over this section.

Cloud Service Fees

Access to the Product under these Terms of Service is provided at no charge. Where Customer and Provider execute a separate Order Form or Statement of Work, the fees, billing frequency, and payment terms in that document apply and control over this section. All fees are quoted in US dollars and are exclusive of taxes.

Payment Process

Bill by invoice. Where fees apply under a separate Order Form or Statement of Work, Provider will invoice Customer monthly and Customer will pay each invoice within thirty (30) days from the date of invoice.

Non-Renewal Notice Period

For the one-month Subscription Period above, at any time before the end of the current Subscription Period. Where a separate Order Form or Statement of Work states a notice period, that period applies and controls over this section.

Professional Services

Provider offers professional services, including implementation, integration, marketing strategy and execution, and content production. The services to be performed, deliverables, timeline, and fees are set out in the Statement of Work executed with each customer. Professional services are separate from the Product subscription and are governed by the applicable Statement of Work.

Key terms

Customer

The company or person who accesses or uses the Product. If the person accepting this Agreement does so on behalf of a company, all use of the word "Customer" in this Agreement means that company.

Provider

Marlo Labs Inc.

Effective Date

The date Customer first accepts this Agreement.

Governing Law

The laws of the State of Delaware.

Chosen Courts

The state or federal courts located in Delaware.

Covered Claims

Provider Covered Claims. Any action, proceeding, or claim that the Product, when used by Customer according to the terms of this Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights. Provider Covered Claims do not include claims arising from or relating to Output, which are addressed in "Other changes to the Standard Terms" below.

Customer Covered Claims. Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of this Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights, or (2) results from Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount

The greater of (a) the fees paid or payable by Customer to Provider in the twelve (12) month period immediately before the claim, or (b) five thousand US dollars ($5,000).

Notice Address

For Provider: [email protected]
For Customer: the main email address on Customer's account.

Attachments and supplements

Security Policy

Provider will use commercially reasonable efforts to secure the Product from unauthorized access, alteration, or use and other unlawful tampering. Provider maintains an information security program with administrative, technical, and physical safeguards designed to protect Customer Data, including encryption of data in transit and at rest, role-based access control with single sign-on and multi-factor authentication, logging and monitoring, secure development practices, and vendor review.

Additional detail, including current certifications and available reports, is published at trust.marloai.com.

Data Processing Agreement

Where Customer submits Personal Data to the Product, the Common Paper Data Processing Agreement Standard Terms Version 1.1 are incorporated by reference and form part of this Agreement, completed by the Key Terms below. Where Customer and Provider execute a separate data processing agreement, that document applies and controls over this section.

Provider Role. Processor. Provider processes Personal Data on Customer's behalf, as a processor or service provider, and acts only on Customer's documented instructions with respect to that data.

Subject matter and duration. Provider processes Personal Data to provide the Cloud Service for as long as Customer's Subscription Period is in effect, and afterward only for the periods described under "Retention" in the Privacy Policy.

Nature and purpose of processing. Receiving, holding, using, updating, protecting, sharing at Customer's direction, returning, and erasing Personal Data, on a continuous basis, in order to provide the Cloud Service described in the Order Form.

Categories of Data Subjects. Customer's own customers, contacts, subscribers, and prospects, and Customer's personnel who use the Product.

Types of Personal Data. Name, contact details, professional details, transactional and purchase history, marketing preferences, and user activity data, together with any other Personal Data Customer chooses to submit. Customer will not submit Prohibited Data, special categories of Personal Data, or the personal data of individuals under the age of sixteen.

Subprocessors. A current list, including model providers, is published at trust.marloai.com.

Security. The Security Policy above applies, with further detail at trust.marloai.com.

Governing Law and liability. The Governing Law and Chosen Courts in the Key Terms apply. The limitations of liability in this Agreement apply to claims under this data processing agreement.

Requests from individuals to access, correct, or delete personal data held by Provider are handled through marloai.com/privacy/data-request. Questions go to [email protected].

Acceptable Use Policy

Customer will not use the Product, and will not permit anyone else to use the Product, to:

• publish content Customer does not have the rights to publish, or that infringes anyone's intellectual property or privacy rights;
• publish content that is unlawful, defamatory, harassing, deceptive, or that promotes violence or discrimination;
• impersonate any person or misrepresent an affiliation with any person or organization;
• send unsolicited commercial messages, or publish to any channel in violation of that channel's terms of service or platform policies;
• submit Prohibited Data, or personal data of individuals under the age of sixteen;
• circumvent usage limits, access controls, rate limits, or content safeguards;
• reverse engineer the Product, or use the Product or its Output to develop a competing product or to train a machine learning model; or
• interfere with the integrity, security, or performance of the Product.

Provider may suspend Customer's access to remediate a violation of this policy in accordance with the Standard Terms.

Other changes to the Standard Terms

AI-generated Output

"Output" means content, recommendations, or other material generated by the Product using artificial intelligence or machine learning, including generated copy, imagery, campaign structures, and audience or segment recommendations.

Customer acknowledges that Output is probabilistic and may be inaccurate, incomplete, or unsuitable for Customer's intended use, and that Output may resemble content generated for other customers. Customer is responsible for reviewing Output before publishing, distributing, or otherwise relying on it, and for ensuring that published Output complies with applicable law, advertising and disclosure requirements, and the policies of any channel to which it is published.

Provider does not warrant the accuracy, originality, or non-infringement of Output. The indemnification obligations for Provider Covered Claims do not extend to any claim arising from or relating to Output, or from Customer's publication or use of Output.

Model providers

Provider uses third-party model providers to deliver certain Product functionality. Provider will not permit those providers to use Customer Data or Customer Content to train their models. A current list of subprocessors is available at trust.marloai.com.