Last Updated: 2 November 2025
Contracting Entity: Markster, Inc., a Delaware corporation ("Markster," "we," "us," or "our").
Audience: Business-to-business (B2B) customers only. The Services are not intended for consumers.

1. Agreement; Parties; Order of Precedence

These Terms of Service ("Terms") are a binding agreement between Markster, Inc., a Delaware corporation ("Markster," "we," "us") and the entity or person accepting them ("Customer," "you"). By executing an order form, completing online checkout, or accessing any Service, you agree to these Terms. These Terms apply B2B only and do not grant consumer rights.

Order of Precedence. Each purchase is governed by an Order (defined below). If an Order expressly conflicts with these Terms, the Order controls for that conflict only. Customer purchase orders, vendor intake terms, and similar forms are rejected and have no effect unless expressly accepted by Markster in writing. Program‑specific terms (e.g., Affiliate, Partner, or Referral Program Terms) apply to participation in those programs and are incorporated by reference.

Updates. We may update these Terms from time to time. Material adverse changes to core commercial terms will be notified. Continued use after the effective date constitutes acceptance of the updated Terms.

2. Definitions

"Affiliate" means an entity controlling, controlled by, or under common control with a party.
"AI Workers" means automated agents that execute repeatable revenue tasks (e.g., enrichment, drafting, outreach, booking, tracking).
"Confidential Information" means non‑public information disclosed by one party to the other that is designated as confidential or should reasonably be understood as confidential.
"Customer Data" means data, content, and materials submitted by or for Customer to the Services.
"Deliverables" means tangible work products specified in an Order, excluding System IP.
"Documentation" means user guides, knowledge base, setup manuals, SOPs, and technical docs provided by Markster.
"Labs Project" means a bespoke or high‑complexity project delivered by Markster Labs under a separate SOW.
"Order" means any mutually executed order form, SOW, quote, or online checkout specifying scope, term, and fees.
"Pass‑Through Costs" means third‑party fees incurred on Customer’s behalf (e.g., software/API licenses, data, ads, telecom/voice/SMS, hosting, subcontractors).
"Platform" means Markster’s revenue system software, interfaces, models, and infrastructure.
"Professional Services" means implementation, configuration, data migration, integration, training, consulting/advisory (including strategy, playbooks, optimization), and managed services.
"Programs" means masterminds, cohorts, communities, workshops, office hours, conferences, and events operated by Markster.
"Promotions" means discounts, coupons, bundles, scholarships, credits, trials, or special deals we may offer from time to time.
"Referral Program" means programs under which non‑Customers or Customers may refer prospects for a reward, subject to program terms.
"Affiliate Program" means performance‑based marketing where approved publishers earn payouts, subject to Affiliate Program Terms.
"Partner Program" means a program for approved partners (e.g., solution, implementation, or channel partners) with benefits/obligations specified in Partner Terms.
"Service Credits" means account credits applicable to future Platform or services fees, having no cash value, non‑transferable, and expiring as stated herein.
"Service Disruption" means an unplanned outage or material degradation of the Platform beyond scheduled maintenance windows.
"Subscription Term" means the initial and any renewal period for a subscription as set in the Order.
"System IP" means the Platform, AI Workers, playbooks, templates, prompts, models, software, methods, schemas, datasets, and know‑how, including updates and derivatives.
"Third‑Party Services" means services not provided by Markster (e.g., email delivery, enrichment, calendars, telephony, hosting) that may integrate with or be required by the Services.

3. Scope of Services

3.1 Platform (SaaS). Subject to these Terms and timely payment, Markster grants you a non‑exclusive, non‑transferable, non‑sublicensable right to access and use the Platform during the Subscription Term for your internal business purposes.

3.2 Professional Services (Consulting & Advisory). We may provide Professional Services as described in an Order or SOW, including strategy, playbook capture/documentation, workflow design, configuration, integrations, data migration, training, optimization, managed outreach, and advisory. Deliverables and acceptance criteria will be specified in the applicable Order/SOW.

3.3 Programs (Mastermind, Communities, Workshops, Events). Programs may include scheduled sessions, cohorts, in‑person or virtual events, and community access. Seats may be limited. We may record sessions and make recordings available at our discretion. Tickets, seats, and memberships are personal to Customer (or named seat holder) and non‑transferable unless the applicable Program terms or Order allow substitution.

3.4 Labs Projects. Bespoke development, custom agents, voice systems, complex integrations, and enterprise implementations are governed by the Labs SOW. Milestones, acceptance, and payment schedules apply per that SOW.

3.5 Partner, Affiliate, and Referral Programs. Participation is subject to separate program terms (the Program Terms) that supplement these Terms. Program Terms may address eligibility, attribution windows, payout schedules, marketing guidelines, brand use, compliance, and termination. Participation does not create any agency, franchise, employment, or joint venture.

3.6 Third‑Party Services & Dependencies. Certain features require Third‑Party Services. Their terms govern your use; availability and pricing are outside our control. You authorize us to provision or manage integrations necessary to operate the Services and agree to pay Pass‑Through Costs.

4. Orders; Promotions; Coupons; Special Deals

4.1 Orders Required. Each purchase of subscriptions, Professional Services, Programs, or Labs Projects requires an Order that specifies scope, term, usage limits, and fees. Online checkout constitutes an Order.

4.2 Promotions & Coupons. We may offer Promotions (including coupons, bundles, loyalty credits, scholarships, introductory rates, or beta incentives). Unless expressly stated otherwise: (a) Promotions are time‑limited, non‑transferable, and may not be stacked or combined; (b) Promotions apply prospectively and do not entitle you to price protection or refunds; (c) misuse, fraud, or resale voids the Promotion; and (d) Promotions cannot be exchanged for cash and convert to standard pricing at the end of the promotional period.

4.3 Referrals, Affiliate, and Partner Benefits. Referral rewards, affiliate payouts, and partner discounts are governed by the applicable Program Terms and are contingent on compliance, verified attribution, and the absence of fraud or policy violations. We may adjust or withhold payouts for suspected abuse.

4.4 Errors & Misprints. We may cancel, credit, or correct Orders with pricing or typographical errors. If already charged, the remedy is issuance of Service Credits or, where required by law, a refund limited to the erroneous amount, net of amounts already performed or committed.

4.5 Hierarchy. If a Promotion conflicts with an Order, the Order governs unless the Promotion expressly states it controls for the conflict.

5. Fees; Billing; Taxes; Payment Risk

5.1 Fees. Fees are as stated in the Order. Fees are non‑cancellable and, once incurred, non‑refundable except as expressly provided in Section 6 or required by law.

5.2 Billing & Auto‑Renewal. Subscriptions bill in advance and auto‑renew for successive terms of equal length unless either party gives non‑renewal notice before the current term ends. You authorize recurring charges to the payment method on file.

5.3 Payment Terms. Unless an Order states otherwise, invoices are due upon receipt (Net 0). We may condition continued access on maintaining a valid payment method and may suspend Services for non‑payment.

5.4 Pass‑Through Costs. You are responsible for Pass‑Through Costs and committed third‑party charges. We may invoice these as incurred or require you to pay vendors directly.

5.5 Taxes & Withholdings. Fees exclude taxes, duties, and bank/transfer fees. You will pay all such amounts (other than our income taxes). If withholding is required by law, you will gross‑up so we receive the full amount stated on the invoice.

5.6 Late Amounts; Collection. Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law) and may trigger suspension or acceleration. You will reimburse reasonable costs of collection, including attorneys’ fees.

5.7 Chargebacks & Reversals. You will not initiate chargebacks for disputed amounts; disputes must follow the contract’s dispute process. Unresolved or abusive chargebacks constitute material breach.

5.8 Usage Verification. For variable or usage‑based fees, you authorize us to measure usage via the Platform. If underpayment is discovered, we may invoice the difference.

6. Refunds & Credits (Credit‑First Policy)

6.1 No Cash Refunds for Performed/Committed Items. Amounts already paid for Services performed, Deliverables provided, Pass‑Through Costs incurred, or contractual commitments we have entered into on your behalf are not refundable. We do not return cash once obligations are performed or committed.

6.2 Credits Instead of Refunds. Except where applicable law expressly requires a monetary refund, remedies are provided as Service Credits. Service Credits: (a) may be applied to future Platform or services fees; (b) are non‑transferable and have no cash value; and (c) expire twelve (12) months after issuance unless the Order states otherwise.

6.3 Statutory Exceptions; Netting. If a governing law that applies to the specific transaction mandates a cash refund, we will comply to the minimum extent required by that law and may net out amounts for Services performed, Deliverables provided, Pass‑Through Costs, and any discounts or Promotions already applied.

6.4 Promotions; Coupons. Promotional values, coupons, or scholarship amounts are not refundable or redeemable for cash and will not be reinstated if you cancel or downgrade.

6.5 Programs; Tickets; Seats. Fees for Programs already delivered (or attended) are not refundable. Unless the applicable Program Terms or Order allow substitution, tickets/seats are non‑transferable. If we reschedule or materially change a Program, the sole remedy is a Service Credit.

6.6 Cross‑Reference. Additional category‑specific non‑refundables (e.g., implementation, discovery, Labs milestones) are enumerated in Section 7 and the applicable SOW.

7. Non‑Refundable Items (Illustrative; Not Exhaustive)

Refunds will not be granted for any of the following once performed, delivered, incurred, or committed (whether or not you later use them, are satisfied with outcomes, or change strategy):

7.1 Implementation & Onboarding. Playbook capture and documentation; solution/design workshops; configuration; environment setup; integrations; authentication; data cleansing/migration; QA; AI Worker setup, prompt engineering, and training; initial deployment; go‑live support.

7.2 Subscription Fees for Completed Billing Periods. Any monthly, quarterly, or annual charges for Platform access, AI Worker execution, or system maintenance for periods that have elapsed in whole or in part.

7.3 Delivered Professional Services. Consulting/advisory sessions, training, managed operations, optimization, audits, and office hours that have occurred or been made available.

7.4 Programs (Mastermind/Communities/Workshops/Events). Tickets, seats, memberships, or sessions already delivered or attended; recordings/access provided; no‑shows.

7.5 Discovery/Scoping/Architecture. Technical assessments, requirements gathering, roadmaps, and project planning once delivered.

7.6 Custom Prompts/Models/Integrations/Code. Any custom artifacts provided or made available to you, whether or not you deploy them.

7.7 Third‑Party/Pass‑Through Costs. Software/API licenses, data providers, enrichment, ads/media buys, creative/SEO/content partners, middleware, telecom/voice/SMS, cloud/hosting, subcontractors, and similar expenses reflected on your invoice or committed on your behalf.

7.8 Promotions & Coupons. Promotional values, scholarships, discounts, and credits are not cash‑redeemable and are forfeited on cancellation/downgrade.

7.9 Business Circumstances. Changes in business model, internal staffing, budgets, seasonality, market conditions, or M&A activity.

Examples (non‑contractual guidance). (a) Annual plan cancelled mid‑term → no refund; any goodwill is credit‑only. (b) Implementation complete + ad credits spent → no refund; potential credit net of committed costs. (c) Custom integration milestone delivered → milestone non‑refundable even if later milestones are cancelled.

7A. Markster Labs Projects (Custom/Bespoke)

7A.1 SOW Required. Each Labs Project is governed by a separate SOW defining scope, milestones, acceptance, dependencies, and payment schedule.

7A.2 Milestone Standard. Refund eligibility is evaluated per milestone completion as defined in the SOW, not overall project satisfaction.

7A.3 Start of Work. Upon commencement of a milestone, fees for that milestone become non‑refundable, even if you halt later milestones.

7A.4 Discovery/Design. Discovery, scoping, and architecture are non‑refundable once delivered.

7A.5 Ownership/License. Ownership/licensing of custom artifacts is as stated in the SOW. Regardless of ownership, development costs for completed milestones remain non‑refundable.

7A.6 Early Termination. If you terminate early, you receive Deliverables for completed milestones; fees for incomplete milestones may, at our discretion, be credited net of work performed and committed costs.

7A.7 Disputes. Direct Labs disputes to labs@markster.ai; the SOW controls.

8. Changes; Upgrades; Downgrades; Discontinuation; Service Disruptions

8.1 Product Changes. We may improve, modify, or discontinue features. Material adverse changes to core functionality will be notified in advance; your exclusive remedy is non‑renewal at term end or, where expressly provided, Service Credits.

8.2 Upgrades/Downgrades. Upgrades take effect immediately with pro‑rated charges. Permitted downgrades apply at renewal and may result in loss of features, limits, or data mappings.

8.3 Scheduled Maintenance. We may schedule maintenance windows and will endeavor to minimize impact.

8.4 Service Disruptions. Unplanned outages or material degradations may occur. If we offer an SLA, remedies are Service Credits only as stated there. Absent an SLA, reasonable efforts to restore service constitute our sole obligation; your sole remedy is a Service Credit at our discretion. Credits cannot exceed fees paid for the affected period.

8.5 Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., internet/hosting failures, acts of God, war, labor disputes, government actions). Payment obligations for amounts already due remain unaffected.

8.6 Sunset/Discontinuation. If we sunset a major component you actively use, we will provide reasonable advance notice and, at our discretion, migration assistance or Service Credits.

9. Acceptable Use & Fair Use

9.1 Lawful Use. You will use the Services in compliance with applicable laws and industry standards, including marketing/anti‑spam (e.g., CAN‑SPAM, CASL), privacy (e.g., GDPR where applicable), telemarketing (e.g., TCPA/Ofcom), and data rights.

9.2 Prohibited Conduct. No unlawful, deceptive, defamatory, harassing, or infringing content; no impersonation; no doxxing; no sending to harvested lists; no unauthorized scraping; no malware or security testing without our prior written consent.

9.3 Email/SMS/Voice Compliance. You must maintain documented consent or another valid legal basis, honor opt‑outs, and maintain suppression lists. You are responsible for caller ID/brand display and any required disclosures.

9.4 Data Sourcing. You are solely responsible for the lawful sourcing and accuracy of prospect and customer data, and for honoring data subject rights requests directed to you.

9.5 Fair Use & Rate Limits. We may enforce throughput, concurrency, sending limits, frequency caps, daily/monthly quotas, and abuse controls to protect platform stability. We may throttle, suspend, or terminate abusive activity.

9.6 Benchmarking & Competitive Access. You may not publish performance benchmarks or use the Services to build a competing product. Reverse engineering is prohibited except to the limited extent permitted by law.

9.7 Account Security. You are responsible for access controls, credential hygiene, and actions under your accounts.

10. Third‑Party Services; Integrations; Subcontractors

10.1 Dependencies. Certain features rely on Third‑Party Services (e.g., email delivery, enrichment, calendars, telephony, hosting). Their availability, performance, and pricing are outside our control and may change.

10.2 Accounts & Credentials. You may need your own third‑party accounts. You authorize us to provision or manage integrations and to process data through such services to operate the system.

10.3 Compliance with Third‑Party Terms. Your use of Third‑Party Services is subject to their terms and policies. Violations may result in suspension or additional charges.

10.4 Pass‑Through Costs. You are responsible for Pass‑Through Costs and any minimums/commitments; these are non‑refundable once incurred or committed.

10.5 Subcontractors & Subprocessors. We may use vetted subcontractors and subprocessors (including cloud providers) under confidentiality and data protection obligations. We remain responsible for their performance.

10.6 Changes to Integrations. Integrations may be added, modified, or removed. If an integration is deprecated, we will provide reasonable notice and, at our discretion, migration assistance or Service Credits.

11. Intellectual Property; Deliverables; Publicity; Feedback; Open Source

11.1 System IP (Retained). Markster and its licensors own all right, title, and interest in the System IP (including improvements and derivatives). No rights are granted except as expressly stated.

11.2 License to Platform. During the Subscription Term and subject to these Terms, we grant you a limited, non‑exclusive, non‑transferable, non‑sublicensable right to access and use the Platform for your internal business purposes.

11.3 Deliverables & Project IP. Upon full payment of applicable fees: (a) Platform configurations, generic templates, and underlying methods remain System IP and are licensed for your internal use; (b) project‑specific Deliverables are owned or licensed to you as expressly stated in the Order/SOW. Absent an express ownership grant, you receive a non‑exclusive, perpetual, internal‑use license to the Deliverables.

11.4 Portfolio & Publicity. Unless you opt out in the Order at time of purchase, we may identify you as a customer and use your non‑confidential Deliverables, name, and logo in our website, sales materials, and case studies. Any press release requires mutual consent.

11.5 Restrictions. You will not: copy, frame, or mirror substantial portions of the Platform; decompile or reverse engineer (except to the limited extent permitted by law); remove proprietary notices; or access the Services to build a competing product.

11.6 Feedback. You assign to us all rights in feedback. Where assignment is not permitted, you grant a perpetual, irrevocable, worldwide, royalty‑free license to use and exploit feedback without restriction.

11.7 Open Source. The Platform may include or interface with open‑source components subject to their licenses. We will provide attributions upon request; open‑source components are provided “as is” by their respective licensors.

12. Customer Data; Privacy; Security

12.1 Ownership. As between the parties, you own Customer Data. You grant Markster a non‑exclusive, worldwide license to host, process, transmit, and display Customer Data to provide, secure, support, troubleshoot, and improve the Services (including quality, safety, and performance), and to create aggregated and/or de‑identified data.

12.2 Aggregated/De‑Identified Data. We may use aggregated or de‑identified data for analytics, benchmarking, and product improvement, provided it does not identify you or your end users.

12.3 Privacy & DPA. Personal data processing is governed by our Privacy Policy and, where required, a Data Processing Addendum (DPA) incorporated by reference. In the event of conflict, the DPA controls solely with respect to personal data processing.

12.4 Security. We maintain administrative, technical, and organizational safeguards appropriate to the nature of the Services. You are responsible for your endpoint security, user permissions, credential hygiene, and appropriate configuration of the Services.

12.5 Data Export & Retention. During the Subscription Term and for a commercially reasonable period after termination, we will make Customer Data export available. We may delete or de‑identify Customer Data thereafter, except as required by law or to preserve business records.

12.6 Incident Response. If we confirm a security incident affecting your Customer Data, we will notify you without undue delay and provide information reasonably available to help you meet any legal obligations.

12.7 Consents & Notices. You are responsible for obtaining any consents and providing any notices required to lawfully process Customer Data via the Services.

13. AI & Automation; Model Outputs; Use Restrictions

13.1 Human Oversight. The Services include AI-assisted features and automated agents (“AI Workers”). AI may generate inaccurate, incomplete, or biased outputs. You remain solely responsible for reviewing, approving, supervising, and controlling any AI-generated content, decisions, or actions before use.

13.2 Operational Controls. You will configure appropriate approval gates, rate limits, targeting rules, suppression lists, and escalation paths. Where enabled, you will not bypass human-in-the-loop steps for regulated or high-risk workflows (e.g., legal, financial, medical, safety-critical).

13.3 Output Variability; Non-Determinism. AI outputs may vary across runs and models; explainability is not guaranteed. Benchmarks and examples are illustrative only.

13.4 Customer Responsibilities. You are solely responsible for: (a) the lawful basis to contact prospects/customers and process personal data; (b) the accuracy and substantiation of claims about your products/services; (c) honoring opt-outs and data subject rights; and (d) any disclosures required by marketing, telemarketing, and consumer protection laws.

13.5 Safety & Guardrails. We may apply filters, heuristics, blocklists, and automatic throttling or suspension to mitigate abuse, fraud, impersonation, sensitive data exfiltration, and platform instability. We may decline to process prompts/outputs we deem risky, unlawful, or harmful.

13.6 Prohibited Uses. You will not use the Services to: (a) deceive or impersonate persons or brands; (b) generate unlawful, defamatory, or infringing content; (c) conduct surveillance or profiling in violation of law; (d) create or distribute malware; (e) train competing foundation models; or (f) engage in activities requiring certifications the Services do not provide (e.g., clinical diagnosis, legal opinions, investment advice).

13.7 Identity, Voice, and Likeness. Any cloning, synthesis, or simulation of a person’s voice, image, or identity via the Services requires that you have all necessary consents and rights, and that outputs are clearly disclosed as synthetic where required by law or platform policy.

13.8 Third-Party Models & Data. Some features invoke third-party models, datasets, or APIs. Their terms and use restrictions apply in addition to these Terms. We do not control third-party training data, weights, or outputs and disclaim liability for their behavior, subject to Section 18.

13.9 Training, Tuning, and Improvements. We may use aggregated and/or de-identified prompts, telemetry, and usage data to maintain, secure, and improve the Services. We will not use your Customer Data to train public models in a way that identifies you or your end users. Any stricter limits in an executed DPA control for personal data.

13.10 Rights in Outputs. As between the parties and subject to these Terms, you have a non-exclusive, worldwide, perpetual license to use AI-generated outputs you lawfully obtain from the Services for your internal business purposes (including marketing), excluding any System IP, third-party content, or data you lack rights to use. You are responsible for clearing any third-party rights embodied in prompts or outputs.

13.11 System IP Reserved. Prompts, templates, playbooks, model configurations, agents, tools, safety layers, and orchestration logic are System IP. No rights are granted except the limited license to use the Services during the Subscription Term.

13.12 Testing & Sandboxes. We may provide test environments. Unless expressly stated otherwise, test or beta outputs are provided “AS IS”, may be rate-limited or deleted, and are excluded from SLAs and indemnities.

13.13 Reliance & Professional Advice. AI features provide decision support, not professional advice. You must obtain your own legal, financial, medical, or compliance advice where appropriate.

13.14 Monitoring & Audit. We may monitor usage for security, abuse prevention, quality, and billing. Upon reasonable notice, we may request information demonstrating your compliance with this Section 13.

13.15 Enforcement. We may throttle, disable features, or suspend access (without liability) where your use violates this Section 13, applicable law, or materially risks platform stability or third-party rights.

14. Support; Maintenance; Service Levels; Credits

14.1 Support Tiers. Standard support is included with subscriptions (business-hours ticketing and knowledge base). Premium or priority support (e.g., faster SLAs, named CSM) may be purchased in an Order.

14.2 Maintenance Windows. We may perform scheduled maintenance (including emergency maintenance). We’ll make reasonable efforts to minimize impact and notify you of material work.

14.3 Service Levels (if offered). Any uptime/response targets and remedies are described in our SLA (incorporated by reference) or your Order. SLA remedies are Service Credits only and constitute your sole and exclusive remedy for availability, performance, or support shortfalls.

14.4 Credit Claim Procedure. To receive a Service Credit, you must open a ticket within 10 days after the event and provide reasonable supporting logs or timestamps. Credits are applied to future invoices, have no cash value, are non-transferable, and cannot exceed fees paid for the affected period.

14.5 Exclusions. SLA calculations exclude: (a) factors outside our reasonable control; (b) issues caused by Third-Party Services, networks, or your equipment; (c) misuse, unauthorized changes, or use contrary to Documentation; (d) beta/pre-GA features; and (e) planned maintenance.

15. Confidentiality

15.1 Obligation. Each party will protect the other’s Confidential Information using at least reasonable care, use it only to perform under these Terms, and not disclose it to third parties except to personnel, Affiliates, subcontractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective.

15.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) was known to the recipient without duty of confidentiality; (c) is independently developed without use of the discloser’s information; or (d) is rightfully received from a third party without duty of confidentiality.

15.3 Compelled Disclosure. The recipient may disclose Confidential Information when legally required, provided it (where lawful) gives prompt notice and cooperates to seek protective treatment.

15.4 Return/Deletion. Upon written request or termination, each party will return or delete the other’s Confidential Information within a reasonable time, except that (a) routine backups may be retained until overwritten, and (b) one archival copy may be kept for compliance purposes subject to this Section.

15.5 Duration. These obligations last five (5) years from disclosure; trade secrets remain protected as long as they qualify as trade secrets.

15.6 Confidentiality of Agreements. The commercial terms of Orders are Confidential Information.

16. Term; Suspension; Termination; Effects

16.1 Term. These Terms begin when you accept them and continue while you have an active account or Order.

16.2 Suspension. We may suspend access immediately (with notice where practicable) if: (a) amounts are overdue; (b) your use presents a security, legal, or platform-stability risk; (c) you violate Section 9 (AUP) or Section 13 (AI & Automation); or (d) required Third-Party Services suspend or terminate your access.

16.3 Termination for Cause. Either party may terminate an Order for material breach not cured within 30 days after written notice (10 days for payment breaches).

16.4 Non-Renewal; Convenience. Either party may elect non-renewal effective at the end of the then-current Subscription Term by giving notice per the Order. Mid-term convenience termination applies only if expressly provided in the Order.

16.5 Effects of Termination. Upon termination or expiry of an Order: (a) your rights to the Services cease; (b) you remain responsible for amounts due and committed Pass-Through Costs; (c) we will make Customer Data export available for a commercially reasonable period; (d) licenses granted to you terminate except as expressly surviving; and (e) Service Credits expire unless required by law.

16.6 Survival. Sections that by nature should survive (including fees, confidentiality, IP, data, disclaimers, limitations, indemnities, and dispute resolution) survive termination.

17. Warranties; Disclaimers

17.1 Authority. Each party represents that it has the full power and authority to enter into and perform under these Terms.

17.2 Professional Services Warranty. We warrant that Professional Services will be performed in a professional and workmanlike manner consistent with industry standards. Your exclusive remedy for breach is, at our option, re-performance of the non-conforming services or a Service Credit.

17.3 No Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 17, THE SERVICES (INCLUDING THE PLATFORM, AI WORKERS, ANY BETA/PRE-GA FEATURES, AND ALL OUTPUTS) AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE OR RELIABLE.

17.4 No Reliance; Non-Advice. You acknowledge that the Services provide decision support, not professional advice. You are solely responsible for your decisions and for obtaining legal, financial, medical, or compliance advice where appropriate.

18. Limitation of Liability

18.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR LOST PROFITS/REVENUE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, THESE TERMS, ANY ORDER, OR PROGRAM TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO MARKSTER UNDER THE AFFECTED ORDER IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

18.3 Scope of Cap. The cap applies in the aggregate to all claims and theories of liability (contract, tort—including negligence—strict liability, indemnity, statute, or otherwise) and to all remedies, including Service Credits, and applies to our indemnity obligations and any third-party IP claims, except to the limited extent such limitation is prohibited by law.

18.4 Unlimitables. Nothing limits liability for amounts you owe, or for willful misconduct to the extent such limitation is not permitted by applicable law.

18.5 Risk Allocation. The pricing and commercial structure reflect this allocation of risk; the limitations are essential to the bargain between the parties.

19. Indemnification

19.1 By Customer. You will defend, indemnify, and hold harmless Markster, its Affiliates, and their directors, officers, employees, and agents from and against any third-party claim, demand, suit, or proceeding (including reasonable attorneys’ fees and costs) arising out of or related to: (a) Customer Data, your content, or your instructions; (b) your use of the Services in violation of law, the Documentation, Program Terms, or these Terms; (c) your products, services, or marketing claims; or (d) alleged or actual breach of Section 9 (AUP) or Section 13 (AI & Automation).

19.2 By Markster (IP). We will defend you against any third-party claim alleging that the unmodified Platform (as provided by us) directly infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and we will pay resulting damages and reasonable attorneys’ fees finally awarded, subject to Sections 18.2–18.3.

19.3 Exclusions. We have no obligation for claims to the extent arising from: (a) combinations with items not provided by us; (b) Customer Data, your prompts, or outputs you generate; (c) use contrary to the Documentation; (d) open-source components made available under their own licenses; or (e) a feature provided at your specific direction.

19.4 Remedies. If the Platform is (or is likely to be) enjoined, we may, at our option and expense: (a) procure the right to continue use; (b) modify or replace the Platform to be non-infringing with materially equivalent functionality; or (c) terminate the affected subscription and issue a Service Credit for any unused prepaid fees for the terminated portion.

19.5 Conditions. The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) grant exclusive control of the defense/settlement; and (c) reasonably cooperate. A settlement requiring admission of fault or payment by the indemnified party requires prior written consent (not unreasonably withheld).

20. Export Controls; Anti-Corruption; Sanctions

20.1 Export/Import. You will comply with applicable export, import, and anti-boycott laws, including the U.S. Export Administration Regulations (EAR) and similar regimes. You will not export, re-export, or provide access to the Services to any prohibited end-user or for any prohibited end-use.

20.2 Sanctions. You represent and warrant that you are not: (a) located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions; or (b) a person listed on, or owned/controlled by a person on, any applicable sanctions list (e.g., OFAC SDN List). You will not enable access to the Services by such persons.

20.3 Anti-Corruption. You will comply with the U.S. Foreign Corrupt Practices Act (FCPA), UK Bribery Act, and similar anti-bribery laws. You will not offer, promise, or provide anything of value to any government official or private party to obtain or retain business or secure an improper advantage.

20.4 Audit Cooperation. Upon reasonable request, you will provide certifications or information reasonably necessary to verify compliance with this Section 20.

21. Legal Compliance; Marketing & Telecommunication Laws

21.1 General Compliance. You are responsible for complying with all applicable laws and regulations in connection with your use of the Services, including competition, consumer protection, privacy, e-commerce, and records retention obligations that apply to your business.

21.2 Marketing/Telecom. Without limiting Section 9, you will comply with marketing and telecommunication laws (e.g., CAN-SPAM, TCPA/TSR, CASL, PECR and local equivalents). You are solely responsible for: (a) lawful consent or other legal basis; (b) honoring opt-outs and suppression lists; (c) caller ID and message disclosures; and (d) any do-not-call or similar registries applicable to your campaigns.

21.3 Data Protection. Where required, execution of a DPA is a condition to processing personal data via the Services. In the event of conflict between these Terms and a duly executed DPA, the DPA controls with respect to personal data processing.

21.4 Records. You will maintain verifiable records demonstrating compliance with this Section 21 for at least three (3) years (or longer if required by law) and provide reasonable cooperation in the event of a regulatory inquiry related to your campaigns.

22. Governing Law; Dispute Resolution; Class Waiver

22.1 Law & Venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

22.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Order, or Program Terms will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and place of arbitration is Wilmington, Delaware. One arbitrator will be appointed. Judgment on the award may be entered in any court of competent jurisdiction.

22.3 Injunctive Relief; IP. Either party may seek temporary or preliminary injunctive relief in court to protect Confidential Information or intellectual property without posting a bond, while preserving the right to arbitration on the merits.

22.4 Class Action/Jury Waiver. To the fullest extent permitted by law, claims must be brought in the parties’ individual capacities, not as a plaintiff or class member in any purported class, collective, or representative proceeding, and the arbitrator may not consolidate claims without both parties’ consent. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

22.5 Informal Resolution; Limitations Period. Before filing, a party must provide 30 days’ written notice and engage in good-faith discussions. Any claim must be brought within one (1) year after it accrues, or be permanently barred, to the maximum extent permitted by law.

23. Changes to Terms; Program Terms

23.1 Updates to Terms. We may update these Terms from time to time. For material adverse changes to core commercial terms, we will provide notice (e.g., email or in-app). The updated Terms become effective on the stated effective date; continued use after that date constitutes acceptance.

23.2 Program Terms. We may modify Program Terms (Affiliate, Partner, Referral, or Program-specific terms) prospectively. Where a change materially reduces program benefits mid-cycle for a committed partner tier, we will honor the current tier through the end of the then-current commitment period or offer a Service Credit at our discretion.

23.3 Order of Precedence. If an executed Order expressly conflicts with these Terms, the Order controls for that conflict only. All other terms remain in effect.

24. Notices; Electronic Communications

24.1 Notices. Legal notices to Markster must be sent to legal@markster.ai with a copy to General Counsel, Markster, Inc., 651 N. Broad St., Suite 206, Middletown, DE 19709, USA. We will send notices to the email and/or postal address you provide in the applicable Order or account.

24.2 Form; Effectiveness. Notices must be in writing and are deemed given: (a) when sent by email (if no bounceback is received and a copy is sent by another permitted method within two business days); (b) when delivered by hand; or (c) one business day after deposit with a reputable overnight courier.

24.3 Operational Communications. Routine product, billing, and support communications may be provided electronically (including in-app or via email). You consent to receive such electronic communications.

24.4 Contact Updates. Each party will keep its notice contact information current and promptly update it via written notice.

25. Miscellaneous

25.1 Independent Contractors. The parties are independent contractors. These Terms do not create an agency, partnership, franchise, fiduciary, or joint venture.

25.2 Assignment. Neither party may assign these Terms without the other’s prior written consent, except either party may assign, without consent, to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets or equity. Any non-permitted assignment is void. These Terms bind and benefit permitted successors and assigns.

25.3 Non-Solicitation (Reasonable; If Permitted by Law). During the Term and for twelve (12) months thereafter, neither party will directly solicit for employment any employee who materially participated in the engagement, except through general advertisements not targeted at the other party’s personnel. If you hire such a person in breach of this Section, you will pay liquidated damages equal to 50% of that person’s first-year base compensation, as a reasonable estimate of recruitment/training loss (not a penalty), to the extent permitted by law.

25.4 Entire Agreement. These Terms, together with each Order, any Program Terms, and referenced policies (e.g., Privacy Policy, DPA, AUP, SLA), constitute the entire agreement and supersede all prior or contemporaneous agreements and understandings on the subject matter.

25.5 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable; the remainder remains in effect. No waiver is effective unless in writing and signed; failure to enforce is not a waiver.

25.6 Headings; Interpretation. Headings are for convenience only. “Including” means “including without limitation.” In case of conflict: Order (for the conflict only) > these Terms > Program Terms > Documentation.

25.7 Insurance. We maintain commercially reasonable insurance for a SaaS business of our size and nature. Certificates available upon reasonable request under NDA.

25.8 U.S. Government Rights. If you are a U.S. government entity or using the Services on behalf of one, the Software and Documentation are “Commercial Items” and usage is governed solely by these Terms.

25.9 Counterparts; E-Sign. Orders may be executed in counterparts (including via e-signature); each is deemed an original and together one instrument.

Appendices (Incorporated by Reference)

Appendix A — Acceptable Use Policy (AUP) Snapshot

A1 Prohibited Content/Conduct. Unlawful, deceptive, infringing, defamatory, harassing, sexually explicit, exploitative, or harmful content; impersonation; doxxing; malware; security testing without consent.
A2 Growth Outreach Rules. Maintain legal basis/consent; honor opt-outs; maintain suppression lists; no sending to harvested lists; respect local contact-time rules where applicable.
A3 Rate Limits & Abuse Controls. Throughput, concurrency, frequency caps, and automated blocking may be enforced; violations may result in throttling or suspension.
A4 Data Sourcing. You are responsible for lawful data acquisition, accuracy, and honoring data subject rights.
A5 AI Use Restrictions. No deepfakes/voice or likeness use without consents; no training competing foundation models; no attempts to bypass safety systems.

The full AUP may provide examples, enforcement steps, and reporting channels; remedy is suspension/termination and, where applicable, Service Credits only.

Appendix B — Support & SLA Snapshot

B1 Support Hours. Standard support: business-hours ticketing; knowledge base. Premium support (if purchased): target response times and named contact.
B2 Uptime Target (if offered). Example: 99.9% monthly platform uptime (excludes scheduled maintenance, force majeure, third-party outages, beta features).
B3 Credit Schedule (illustrative). 99.0–99.5% → 5% of monthly fee; 98.0–98.99% → 10%; <98.0% → 20%. Credits cap at fees for the affected month.
B4 Claim Process. Submit within 10 days of the event with timestamps/logs. Credits: future invoices only; no cash; non-transferable; expire in 12 months.
B5 Exclusions. Misuse, configuration errors, third-party failures, networks outside our control, and maintenance windows.

Appendix C — Data Processing Addendum (DPA) Reference

C1 Roles. Customer as Controller; Markster as Processor (or sub-processor, as applicable).
C2 Scope. Processing Customer Personal Data to provide, secure, and support the Services; subject to Customer’s documented instructions.
C3 Safeguards. Administrative, technical, and organizational measures appropriate to risk; personnel confidentiality; secure development practices.
C4 Subprocessors. Use of vetted subprocessors under written contracts; current list available upon request; advance notice for material changes with right to object (workable alternative or termination right limited to affected service).
C5 International Transfers. Standard Contractual Clauses (SCCs) or other lawful transfer mechanisms where required.
C6 Assistance. Reasonable help with data subject requests and security incident notifications.
C7 Audits. Independent third-party reports (e.g., SOC 2) or questionnaire responses satisfy audit rights except where law requires on-site review.

Appendix D — Program Terms (Summaries)

D1. Referral Program (Summary)

• Eligibility/Registration required; unique tracking.
• Attribution Window (e.g., 90 days) and Qualified Lead definition.
• Reward paid after conversion and expiration of chargeback window; no self-referrals.
• Compliance. No spam, false claims, paid search on Markster trademarks, or misleading ads.
• Adjustments. We may adjust/withhold rewards for fraud/abuse.
  
  

D2. Affiliate Program (Summary)

• Approval required; program portal governs links and creatives.
• Payouts based on approved conversions; reversals for fraud, cancellations, or non-payment.
• Brand Use strictly per brand guidelines; no bidding on our trademarks or typo-squatting.
• Compliance with disclosure laws (e.g., FTC endorsement guides).
• Termination for cause or inactivity; outstanding valid commissions honored.
  
  

D3. Partner Program (Summary)

• Tiers/Benefits (listing, MDF eligibility, NFR access) subject to performance metrics.
• Deal Registration process; conflicts resolved per timestamp and criteria.
• Training/Certification may be required to maintain status.
• Co-Marketing with prior written approval only.
• Offboarding: wind-down of pipeline; survival of confidentiality and brand-use restrictions.

Full Program Terms control over these summaries where applicable.

Appendix E — Markster Labs SOW Key Terms (Template Highlights)

E1 Scope & Milestones with acceptance criteria; Change Orders for deviations.
E2 Fees & Payment aligned to milestones; deposits and non-refundable discovery.
E3 Dependencies (customer SMEs, access, data quality) and Delay Impacts (timeline resets, resource rebooking).
E4 IP Split: System IP retained; Project-specific Deliverables owned/licensed as stated; license conditioned on full payment.
E5 Warranties/Remedy: professional services standard; re-performance as sole remedy.
E6 Early Termination: fees due for completed milestones + committed costs; partial milestone credit at Markster’s discretion.

Appendix F — Security & Compliance Snapshot

F1 Governance. Security policies, role-based access, background-checked personnel where applicable.
F2 Technical Controls. Encryption in transit/at rest; secrets management; network segmentation; logging/monitoring; vulnerability management.
F3 Secure SDLC. Code review, dependency management, and change control.
F4 Business Continuity. Backups, disaster recovery objectives; incident response runbooks.
F5 Compliance Artifacts. SOC 2/ISO artifacts (if available) and security questionnaires under NDA.

End of Document