Terms of Service

1. Acceptance

Please read these terms carefully. Section 19 requires most disputes to be resolved by individual arbitration and waives class actions and jury trials. Sections 6, 7, 14, 15 and 16 limit our responsibility for security incidents, for services you connect, and for the information you choose to put into the Service.

These Terms of Service ("Terms") are a binding agreement between you and Vivander Advisors LLC ("Vivander," "we," "us," or "our") for Vivander Visibility Monitoring at aivisibility.vivander.ai, the Visibility Audit at audit.vivander.ai, and everything offered through them (together, the "Service").

You accept these Terms when you check the boxes on the sign-up or request form and submit it, when you sign an order form that refers to them, or when you otherwise use the Service. Checking those boxes is your electronic signature and has the same effect as a signature on paper. If you do not agree, do not use the Service.

If you use the Service on behalf of an organization, you confirm that you have authority to bind it, and "you" means that organization. If your organization has signed an order form with us, that order form controls where it conflicts with these Terms.

2. The Service

Monitoring sends defined questions (prompts) to third-party AI platforms such as ChatGPT, Claude, Perplexity, Gemini, Google AI Overviews and Microsoft Copilot, records the answers, scores them and shows the results in a web dashboard. It also reads public web pages and listings and, if you connect them, your Google Analytics 4 and Google Search Console data.

The Audit is a point-in-time review of how AI platforms describe and recommend a business, delivered by our team as a written report with recommendations, within the scope we agree with you.

The Service is intended for business use by people 18 or older. We may add, change or retire features over time and will give reasonable notice before removing a feature that is material to a paid plan.

3. Accounts and Sign-In

You agree to provide accurate information and to keep it current. You are responsible for keeping your sign-in credentials and the email account linked to them secure, and for all activity under your account, including by anyone you invite.

Tell us right away at [email protected] if you believe someone has accessed your account without permission. We may suspend an account that shows signs of unauthorized use, to protect you and the Service. We are not responsible for losses caused by someone using your credentials, your email account or a device you left signed in.

4. Acceptable Use

One business per self-serve account. A self-serve Monitoring plan (Starter, Pro, Advanced, Bring Your Own Answers, or a plan built on the pricing page) is for one business or one hospitality group that you represent. Every website on the account must belong to that business or group. Managing, measuring or reporting on websites for other businesses, including clients of an agency, consultancy or management company, requires an Agency plan. When you open a self-serve account, and each time you add a website to it, you confirm this, and we record when you did. We may ask how a website you add belongs to your business, hold that website from measurement until we have an answer, and decline it; a website we decline is not billed. An account used for other businesses' websites is a violation of this Section.

You may use the Service only for lawful business purposes and as these Terms allow. You agree not to:

• Use a self-serve account for the websites of a business you do not represent, or resell self-serve monitoring to other businesses, without an Agency plan.
• Reverse-engineer, decompile, or attempt to extract source code, prompts, scoring methods or data sets from the Service.
• Use automated tools against the Service, or at a volume that places unreasonable load on it.
• Use the Service to harass, defame, deceive or harm any person or business.
• Use the Service to generate or distribute malicious content, spam or fraudulent material.
• Probe, scan or test the security of the Service, or attempt to gain unauthorized access to another user's account or any connected system.
• Connect a website, Google Analytics property or Search Console site that you are not authorized to connect.
• Enter health, financial account, government identification, passwords or other sensitive personal information into the Service.
• Resell, sublicense or provide access to the Service to others, or use it to build a competing product, without our written permission.
• Share your sign-in with another person. Each person who uses the Service must have their own login on your account.

Prohibited subjects. You may not use the Service to track, measure, research or promote anything illegal, harmful or dangerous. This includes, without limitation, questions, prompts, websites, competitors or business descriptions that concern:

• sexual content involving minors, or sexual images of any person shared without consent;
• human trafficking, forced labor or exploitation of any person;
• the sale or purchase of illegal drugs, or of controlled substances without a lawful prescription;
• weapons, explosives, or chemical, biological, radiological or nuclear agents intended to cause harm, or firearms obtained or modified unlawfully;
• violence against, threats to, or the stalking or harassment of any person;
• self-harm or suicide, other than to find support or prevention resources;
• terrorism or violent extremism;
• fraud, stolen data, counterfeit documents, money laundering, hacking or other cybercrime; or
• any other activity that is illegal where you or your customers are located.

How we enforce this. We screen the questions you add to the Service, and our team reviews questions that are flagged. A question on a prohibited subject may be refused when you add it. If we reasonably believe you have used, or tried to use, the Service for a prohibited subject, we may suspend or close your account immediately and without the notice or cure period in Section 18. Run credits remaining on an account suspended or closed for a violation of this Section are forfeited and will not be refunded or returned, and no fees paid will be refunded. We may report activity we believe is illegal to the appropriate authorities.

For any other breach of these rules, we may suspend access or remove content if we reasonably believe these rules have been broken.

5. Customer Data and Privacy

You retain ownership of the data you provide to the Service, including business names, website addresses, confirmed business facts, competitor names, prompts and connected analytics data ("Customer Data"). You give us a limited, non-exclusive license to host, copy, process and transmit Customer Data to provide, secure and support the Service, including sending it to the providers that answer your requests.

Who sees your account. Your account is private to your organization. Our team accesses Customer Data only to deliver the Service you ordered (for example, to prepare an Audit or set up monitoring), to support you at your request, to investigate or prevent a security problem, fraud or abuse, or when the law requires it.

We may use aggregated, de-identified data derived from use of the Service to improve the Service and for research. Any published research or reports will not identify you or your business without your written permission. We never sell Customer Data.

Our Privacy Policy describes how we handle personal information. If you need a data processing agreement for personal data in Customer Data, contact [email protected].

6. Your Information and the Risks You Accept

You choose what goes into the Service. Please be careful.

• Every online service carries risk. Despite reasonable precautions, information stored or sent over the internet can be intercepted, accessed without permission, altered, disclosed, corrupted or lost, including through hacking, malware, the failure of a supplier, or human error. By putting information into the Service or connecting an account to it, you accept these risks.
• Do not put sensitive information into the Service. This includes government ID numbers, bank and card numbers, passwords, health information, information about children, and anything you are under a legal or professional duty to keep confidential. The Service is not designed or certified for regulated data (for example data covered by HIPAA, GLBA or PCI DSS).
• What the AI providers receive. To measure visibility, questions about your business are sent to third-party AI providers, which may keep and use them under their own terms, as described in the Privacy Policy. Do not include anything in a business fact, prompt or competitor name that you are not willing to have handled this way.
• Keep your own copies. The Service is not a backup or archive service. You are responsible for keeping your own copies of anything important.

7. Connected Services and Third Parties

The Service relies on third-party providers, including AI platforms, data providers, Google APIs, hosting providers and Stripe, and you may connect services of your own. Connecting a service is your choice and your responsibility. When you connect one, you authorize us to access it within the permissions you grant; grant only the access you are comfortable with, and disconnect at any time.

Third-party services are operated by other companies under their own terms and privacy policies, which govern your use of them. We do not control them and are not responsible for their availability, accuracy, security, data practices or any breach on their side. If a provider changes or withdraws access, we may need to change how a platform is measured or stop measuring it; when that happens, the Service records which platforms ran for each measurement so results are not compared on a different basis without notice.

8. Download and Deletion

You can export your reports and data from the Service while your account is open. You can also ask us to provide a copy of your data, or to delete your account and its Customer Data, by emailing [email protected] from the address on your account. We will confirm the request and complete it within a reasonable time, normally within 30 days.

Deleted data is removed from our live systems straight away and from backups as those backups expire. We keep billing and tax records, and the record of what you agreed to, for as long as the law requires or allows. Deletion cannot be undone, and we are not responsible for information that is lost because you deleted it, asked us to delete it, or let your account close.

9. AI-Generated Content and No Guaranteed Results

The answers the Service records are produced by third-party AI platforms that we do not control. These answers can be inaccurate, incomplete, outdated or different from one run to the next. The Service reports what was observed at specific points in time, with the sampling basis shown beside each score.

We do not guarantee any placement, mention, ranking or recommendation in any AI platform's answers, or any traffic, revenue or other business result. Scores, recommendations and Audit findings are informational opinions, not professional, legal or financial advice. You decide whether and how to act on them, and you are responsible for the changes you make to your website, listings or marketing.

Third-party AI answers remain the content of the platforms that produced them, and those platforms' terms apply to that content. We are not responsible for third-party AI outputs.

10. The Audit

An Audit is delivered within the scope, timing and price we agree in writing. It reflects what AI platforms and public sources showed at the time of review and may not reflect later changes. You agree to give us accurate information and timely answers; delays on your side may move delivery dates. Unless your order says otherwise, the Audit report is for your internal business use, and you may share it with your own advisors and agencies.

11. Intellectual Property

We own all rights to the Service, including its software, design, methodology (including the INVISIBLE framework and scoring formulas), documentation and branding. Nothing in these Terms transfers ownership of the Service to you.

We grant you a non-exclusive, non-transferable, revocable license to access and use the Service during your subscription or engagement, solely for your internal business purposes. You may share reports and exports with your own advisors and agencies for that purpose. If you send us suggestions or feedback, we may use them without obligation to you.

12. Fees, Subscriptions, and Run Credits

Plans, prices, Audit fees and run credit packs are described on the pricing pages, in the billing page within the Service, or in an order form. Payments are processed by Stripe. Fees are stated in US dollars and exclude taxes, which you are responsible for where they apply.

Subscriptions renew automatically. A paid subscription renews each billing period and is charged to your payment method on file until you cancel. You can cancel at any time through the billing page, and cancellation stops the next renewal.

Run credits. Each measurement run consumes one run credit. Purchased credits do not expire while your account is open, and they are separate from your subscription.

Except where required by law or stated in an order form, fees, Audit fees and purchased credits are non-refundable. Credits on an account suspended or closed for a violation of Section 4 are forfeited.

We may change prices with at least 30 days' notice to existing subscribers, effective at your next renewal after that notice. If we do not receive payment, we may suspend paid features after notice until the balance is paid.

13. Confidentiality

Each party will keep confidential the non-public information the other shares in connection with the Service, and will use it only to perform or receive the Service. This obligation does not cover information that is public, already known to the recipient, independently developed, or received from a third party without restriction. A party may disclose confidential information when the law requires it, after giving the other party notice where the law permits.

14. Security and Incidents

We use commercially reasonable administrative, technical and physical measures designed to protect Customer Data. No method of storing or sending information is completely secure, and we cannot and do not guarantee that Customer Data will never be accessed, disclosed, altered or lost.

To the fullest extent the law allows, we are not liable for any loss, damage, cost or claim arising from unauthorized access to, or use, alteration, disclosure, interception or loss of, your account or Customer Data, including from hacking, malware, ransomware, denial-of-service attacks, the acts of third parties, a breach at any hosting, payment, AI or connected-service provider, or your own failure to keep your credentials or devices secure, except to the extent caused by our gross negligence or willful misconduct, or where the law does not allow us to limit liability.

If we learn of a security incident that affects personal information you gave us, we will notify you as the law requires.

15. Warranties and Disclaimers

THE SERVICE, THE AUDIT, ALL SCORES, REPORTS AND AI OUTPUT, AND EVERYTHING PROVIDED THROUGH THEM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT THE LAW ALLOWS, VIVANDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU USE THE SERVICE AT YOUR OWN RISK.

16. Limitation of Liability

TO THE FULLEST EXTENT THE LAW ALLOWS, VIVANDER AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR THE COST OF RECOVERING DATA, NOTIFYING ANYONE OR OBTAINING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

These limits apply even if a remedy fails of its essential purpose and are an essential part of the bargain between us. They do not apply to your payment obligations or to liability that cannot be limited under applicable law.

17. Indemnification

You agree to defend, indemnify and hold harmless Vivander and its owners, officers, employees and contractors from any third-party claim, and any resulting damages, losses, fines and expenses (including reasonable legal fees), arising from: (a) your use of the Service in violation of these Terms; (b) Customer Data you provide, including a website or account you connect without authorization; (c) any service you connect to the Service; (d) changes you make based on the Service; or (e) your violation of any law or third-party right. We will notify you promptly of a claim, allow you to control its defense, and cooperate at your expense. You may not settle a claim that imposes an obligation on us without our written consent.

18. Term and Termination

These Terms apply while you use the Service. You may stop using the Service and cancel your subscription at any time through the billing page, or close your account by contacting [email protected].

We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within 15 days of notice, immediately for a violation of the prohibited subjects in Section 4, or immediately where needed to prevent harm to the Service, other users or third parties. We may also end the Service for business reasons with at least 30 days' notice and a pro-rated refund of prepaid subscription fees for the unused period.

Before your account closes, you may export your reports and data. We delete Customer Data within 30 days after closure, except where retention is required for legal or compliance purposes. Sections 5 through 9, 11, and 13 through 23 survive termination.

19. Disputes: Arbitration and Class Action Waiver

Please read this section carefully. It affects your rights.

• Talk to us first. Before starting any formal proceeding, the party raising a dispute must send the other a written description of it and the relief sought (to us at [email protected]), and both must try in good faith to resolve it for 60 days.
• Binding individual arbitration. If the dispute is not resolved, you and Vivander agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service, including whether it must be arbitrated, will be resolved by final and binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules (or its Consumer Arbitration Rules if those rules require it), before a single arbitrator. The Federal Arbitration Act governs this section. Hearings may be held by video or in New York.
• Exceptions. Either party may bring an individual claim in small claims court if it qualifies, and either party may ask a court for an injunction to stop infringement or misuse of intellectual property, unauthorized access to the Service, or a breach of confidentiality.
• No class actions. No jury. You and Vivander each waive the right to a jury trial and to bring or take part in any class, collective, consolidated or representative action. If this waiver is found unenforceable for a claim, that claim must be heard in court, not in arbitration, and the rest of this section still applies.
• Opting out. You may opt out of arbitration by emailing [email protected] within 30 days after you first accept these Terms, with your name, your organization, the email on your account and a clear statement that you opt out.
• Time limit. To the extent the law allows, any claim must be brought within one year after it arose, or it is permanently barred.

20. Governing Law and Venue

These Terms are governed by the laws of the State of New York and applicable federal law, without regard to conflict-of-law rules. Subject to Section 19, any claim that is not arbitrated will be heard only in the state or federal courts located in New York County or Westchester County, New York, and each party consents to their jurisdiction.

21. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify account holders by email or by a notice within the Service at least 14 days before they take effect, and we may ask you to accept the new version. Continued use of the Service after the effective date of updated Terms constitutes acceptance of them.

22. General

Electronic communications. You agree to receive notices and agreements from us electronically, by email or in the Service, and that they satisfy any requirement that they be in writing.

Events beyond our control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including outages at a third-party AI platform, hosting or payment provider, internet failures, cyberattacks, natural disasters and acts of government.

You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition, reorganization or sale of assets. If any provision is found unenforceable, it will be enforced to the maximum extent allowed and the remaining provisions stay in effect. These Terms, together with the Privacy Policy and any order form, are the entire agreement between the parties about the Service. A failure to enforce a provision is not a waiver of it. These Terms give no rights to third parties. You will not use or export the Service in violation of United States export control or sanctions laws.

23. Contact

Questions about these Terms, and notices to us: [email protected].

Vivander Advisors LLC