These Terms of Service ("Terms") constitute a legally binding agreement between Valiant Business Services LLC ("ValiantAI," "we," "our," "us"), the operator of the ValiantAI software platform available at valiant.app, and the individual or entity that subscribes to or otherwise accesses the Services ("Subscriber," "you," "your"). By creating an account, executing an Order Form, or accessing the Services, the Subscriber agrees to be bound by these Terms. The Services are provided on a subscription basis and are governed by these Terms together with the Subscriber's Order Form and any platform-specific terms incorporated by reference.

By accessing, using, or engaging with any of Valiant's services, platforms, or representatives; applying for or purchasing products or services; executing Order Forms; or engaging with Valiant in any professional capacity, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not accept these Terms in their entirety, you must immediately discontinue use of all services and refrain from any further engagement with Valiant.

Acceptance and Scope of Terms
Service Categories and Comprehensive Offerings
Service Engagement and Project Management
Term Structure and Service Commitments
Compensation and Payment Framework
Subscriber Approval Process and Creative Autonomy
Intellectual Property and Work Product Ownership
Confidentiality and Trade Secret Protection
Marketing Rights and Portfolio Usage
Subscriber Obligations and Performance Standards
Technology Platforms and Equipment
Third-Party Services and Subcontractors
Data Protection and Privacy Compliance
Limitation of Liability and Risk Management
Indemnification and Legal Protection
Service Quality and Performance Expectations
International Operations and Compliance
Service Termination and Transition Procedures
Dispute Resolution and Governing Law
Force Majeure and Business Continuity
General Provisions and Legal Framework

1. ACCEPTANCE AND SCOPE OF TERMS

1.1 Legal Binding Nature and Corporate Structure

These Terms constitute a legally binding agreement between Valiant Business Services LLC, a Florida limited liability company with its principal office at 16192 Coastal Highway, Lewes, Delaware 19958, and its parent company Juiced IO Inc, and you ("Subscriber," "Subscriber," "User," or "you"). This Agreement applies comprehensively to all proposals, quotations, purchases, contracts, order form, ongoing relationships, and interactions related to the use of Valiant's extensive range of marketing and business services.

1.2 Service Integration and Supplemental Agreements

These Terms work in conjunction with individual service agreements, statements of work (SOWs), and other contractual documents. The hierarchy of agreement interpretation shall be: (1) Executed Order Forms and SOWs, (2) These Terms of Service, (3) Platform-specific terms and conditions. Where conflicts arise, the more specific and recently executed document shall prevail.

1.3 Modifications and Updates Framework

Valiant reserves the right to modify these Terms with appropriate notice based on relationship value:

Enterprise Subscriber (annual value >$500,000): 14 days written notice
Standard Subscriber: 3 days written notice via email or platform notification
Website Users: Immediate effect upon posting with continued use constituting acceptance

1.4 Website and Digital Platform Governance

These Terms specifically govern usage of all Valiant digital properties, including the ValiantAI platform, corporate websites, billing portals, creative collaboration platforms, analytics dashboards, project management systems, mobile applications, and API access points.

2. SERVICE CATEGORIES AND COMPREHENSIVE OFFERINGS

2.1 Marketing Platform

The Services consist of subscription access to the ValiantAI software platform, which enables the Subscriber to plan, generate, review, publish, optimize, analyze, and report on marketing campaigns across paid advertising, organic social, email, and website surfaces. The Services operate by integrating with Connected Platforms (as defined in Section 11A) and by performing Authorized Actions on the Subscriber's Linked Accounts under the authority granted in Section 11A.2.

The specific features available to the Subscriber depend on the Subscription Tier the Subscriber has selected and are described in the in-product description of the relevant Subscription Tier. ValiantAI may add, modify, or remove features over time.

2.2 Scope Definition and Service Boundaries

The scope of the Services is defined by: (i) the Subscription Tier identified on the Subscriber's Order Form; (ii) the in-product description of the features included in that Subscription Tier; and (iii) these Terms. No verbal, written, or implied representation outside these documents shall expand the scope of the Services unless expressly agreed in a written amendment.

2.3 Out-of-Scope Services Management

During any service term:

Subscribers may request additional services beyond agreed scope ("Out-of-Scope Assignments")
Valiant may accept or decline such requests at sole discretion
Accepted out-of-scope work requires separate written agreements specifying scope, compensation, timelines, and additional terms
Valiant reserves the right to decline services deemed misleading, false, libelous, unlawful, or prejudicial to either party's interests

3. SERVICE ENGAGEMENT AND PROJECT MANAGEMENT

3.1 Comprehensive Engagement Process

Valiant employs a structured engagement process designed to ensure strategic alignment and optimal service delivery outcomes:

Initial Assessment Phase:

Subscriber needs analysis and strategic goal identification
Capability assessment and resource requirement planning
Timeline development and milestone establishment
Risk assessment and mitigation planning

Proposal and Negotiation Phase:

Comprehensive proposal development with detailed scope definition
Pricing structure presentation and negotiation
Contract terms discussion and customization
Stakeholder alignment and approval processes

3.2 Service Commencement Requirements

Services commence only upon satisfaction of all conditions precedent:

Execution of all required contractual documentation
Receipt and clearance of initial payments or retainer amounts
Completion of user onboarding procedures
Establishment of necessary system access and integrations
Approval of detailed project scope and success criteria
Assignment of dedicated project teams and communication protocols

3.3 Project Management and Communication Framework

Dedicated Account Management:

Senior account manager assignment for strategic oversight
Regular project team coordination and user communication
Milestone tracking and progress reporting
Issue escalation and resolution procedures

Communication Protocols:

Weekly status updates for ongoing engagements
Monthly performance reviews and strategic assessments
Quarterly relationship reviews and optimization planning
Annual strategic planning sessions for long-term partnerships

4. TERM STRUCTURE AND SERVICE COMMITMENTS

4.1 Flexible Order Forms

Subscriptions are sold on a monthly basis at the Subscription Tier the Subscriber selects. Each Subscription renews automatically for successive monthly periods until cancelled by the Subscriber through the in-product cancellation flow or terminated by ValiantAI in accordance with these Terms. From time to time, ValiantAI may offer annual or multi-month commitments; commitment terms, if any, will appear on the Subscriber's Order Form and prevail over this Section 4.1 in the event of conflict. Cancellation takes effect at the end of the then-current billing period; the Subscriber retains access to the Services through the end of that period. No refund is owed for the partial billing period in which cancellation occurs, except as expressly set out in these Terms or as required by law.

5. COMPENSATION AND PAYMENT FRAMEWORK

5.1 Fee Structure

Subscription fees are charged in advance on a monthly basis at the rate corresponding to the Subscriber's Subscription Tier as set out on the Order Form. Fees are non-refundable except as expressly provided in these Terms or as required by law. ValiantAI may change Subscription pricing on thirty (30) days written notice; price changes take effect at the start of the next billing period after the notice period elapses. The Subscriber's Subscription fee covers access to and operation of the Services and does not cover and is not applied toward Subscriber Spend (see Section 11A.6).

5.2 Payment Terms and Procedures

Standard Payment Terms:

Monthly Subscription fees are charged in advance on the Subscriber's billing date.

Late Payment Procedures:

If a Subscription fee is overdue by more than seven (7) days, ValiantAI may suspend the Services until the balance is cured, and may terminate the Subscription if the balance remains unpaid for more than thirty (30) days after the original due date. ValiantAI may apply a late fee of 1% per month on overdue balances, to the extent permitted by law.

5.3 International Payment Considerations

Primary currency: United States Dollars (USD)
Alternative currency arrangements available by agreement
Foreign exchange risk management for multi-currency engagements
International wire transfer procedures and associated costs

5.4 Promotional Money-Back Guarantee

Where the Subscriber purchased through a promotional offer whose landing page or Order Form states a money-back guarantee, that guarantee is honored on the terms of this Section 5.4. This Section prevails over Sections 4.1, 5.1, 11A.8, 11A.9(a), 11A.11(e), 14.3 and 16.3 to the extent of any conflict: the right granted here is a contractual refund right and not a claim for liability, and it is not defeated by the fact that advertising performance was affected by a cause listed in Section 14.3 or 16.3. Where no money-back guarantee was stated at the point of purchase, this Section does not apply. Only one of the two guarantees below applies to any Subscription. Which one applies is determined by the terms of the offer the Subscriber purchased through. Where that cannot be determined, paragraph (b) applies.

(a) Advertising Performance Guarantee.

Where the offer states a guarantee expressed in terms of advertising profitability or return on advertising spend, the following applies.

The measurement period. The stated period is the period named in the offer. It begins on the later of the date the Subscription commences and the date the first advertisement produced by ValiantAI is published, and it runs for the duration the offer states.

What is measured. The determination is made solely on the advertisements created and published by ValiantAI on the Subscriber's behalf. It is not made on the Subscriber's advertising account as a whole, nor on any campaign, ad set, or advertisement that ValiantAI did not create and publish. Advertising that the Subscriber or any third party runs alongside the Services is excluded from the calculation entirely, in both spend and revenue. Accordingly, and in both directions: a Subscriber whose advertising account as a whole is unprofitable has no claim under this Section where the advertisements ValiantAI produced met the stated threshold, and a loss arising from advertising ValiantAI did not produce gives rise to no claim under this Section.

The threshold. Unless the offer states otherwise, the guarantee is met, and no refund is due, where the revenue attributed to those advertisements equals or exceeds the advertising spend on those same advertisements over the stated period. Where the offer instead states a multiple of return on advertising spend, the guarantee is met where attributed revenue divided by that spend equals or exceeds the stated multiple over the stated period. Both figures are taken from the Subscriber's own connected advertising account as reported by the advertising platform.

What is refunded. Where the threshold is not met and the conditions below are satisfied, ValiantAI shall refund every Subscription fee the Subscriber paid in respect of the stated period, together with any Subscription fee charged for the billing period in which the claim is made. The Subscriber is not left out of pocket for a billing period that began only because the outcome of the stated period was not yet knowable.

Conditions. This guarantee does not apply, and no refund is due, unless throughout the stated period the Subscriber has:

kept the relevant advertising account connected to the Services;
permitted ValiantAI to publish and to optimize the advertisements it produced, to the extent the offer describes; and
maintained conversion or purchase tracking on that advertising account sufficient for the advertising platform to report attributed revenue.

This guarantee lapses, and no refund is due, from the date on which the Subscriber disconnects the advertising account, removes or materially reduces revenue tracking, or acts so that ValiantAI is unable to run or to optimize a majority of the advertisements it produced for the stated period. The test is effect, not form: what matters is whether the advertisements could be run and optimized, not how the Subscriber chose to exercise its rights.

For the avoidance of doubt, the following do not of themselves cause this guarantee to lapse: declining an individual Material Action under Section 11A.5(b); pausing or editing an individual advertisement; or requiring approval before changes are made, provided the Subscriber responds to approval requests within three (3) business days. Where the Subscriber does not respond within that time, the advertisements affected are excluded from the calculation in this paragraph rather than causing the guarantee to lapse. Sections 6.2, 11A.5(d) and 11A.9(a) continue to entitle the Subscriber to narrow or revoke optimization authority at any time; this Section states only the effect of doing so on this guarantee.

(b) First Period Satisfaction Guarantee.

Where the offer states a guarantee expressed in terms of the quality of the campaigns produced rather than their advertising performance, the Subscriber may request a refund of the Subscription fee paid for the first billing period, for any reason, by written notice given within that first billing period.

Making a claim, and expiry.

No reason need be given. Within the conditions stated above, ValiantAI will not require the Subscriber to justify a claim under this Section, and will not withhold a refund on the ground that it disagrees with the Subscriber's reasons. The conditions in paragraph (a) are conditions of eligibility and are not a reason to refuse an eligible claim.

How to claim. Notwithstanding Section 21.6 and the notice requirements in the Contact Information and Legal Notices section, a claim under this Section is validly made by email to support@valiant.app, and no other form of notice is required.

When to claim, and expiry. A claim under paragraph (a) must be made no later than fourteen (14) days after the end of the stated period. A claim under paragraph (b) must be made within the first billing period. This guarantee is not a continuing one: it expires when that deadline passes, and no claim may be made afterwards. It may be exercised once per Subscriber. It applies only to Subscription fees, and does not apply to Subscriber Spend (Section 11A.6), to Top-Up or overage charges, or to any billing period other than those the refund covers under "What is refunded" above.

Effect of a refund. Where a refund is issued under this Section the Subscription terminates at the end of the billing period in which the claim was made, and any campaign entitlements included with the Subscription that the Subscriber has not used at that date cease to be available.

6. APPROVAL PROCESS AND CREATIVE AUTONOMY

6.1 Approval Workflow

All content that ValiantAI publishes on the Subscriber's behalf is governed by the approval workflow set out in Section 11A.4 (Approved Content and Publication). Content becomes Approved Content only when the Subscriber has approved it expressly or under a standing approval the Subscriber has configured.

6.2 Optimization Authority

Once a campaign is published, ValiantAI may take Optimization Actions in accordance with Section 11A.5. The Subscriber may narrow that authority at any time as set out in Section 11A.5(d).

6.3 Right to Refuse

ValiantAI's right to refuse to publish content that violates a Connected Platform's policies or applicable law is set out in Section 11A.8.

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7. INTELLECTUAL PROPERTY AND WORK PRODUCT OWNERSHIP

7.1 Subscriber Content

As between the parties, the Subscriber owns all Subscriber Content. The Subscriber grants ValiantAI a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, modify, create derivative works from, and otherwise use Subscriber Content solely as necessary to: (i) provide and operate the Services; (ii) maintain, secure, and improve the Services (including, on a de-identified or aggregated basis, training and refining the models that operate the Services); (iii) comply with applicable law; and (iv) enforce these Terms.

7.2 ValiantAI Technology

ValiantAI owns and retains all right, title, and interest in and to the Services, including the ValiantAI software platform, the underlying models, prompts, workflows, datasets, dashboards, methodologies, tooling, and all related intellectual property ("ValiantAI Technology"). Subject to these Terms and to payment of all Subscription fees, ValiantAI grants the Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term, solely for the Subscriber's internal business purposes.

7.3 Campaign Output

Subject to the Subscriber's payment of all Subscription fees and to the rights reserved by ValiantAI in Section 7.2, the Subscriber owns the campaigns, ad creative, copy, posts, emails, and other deliverables that ValiantAI generates for the Subscriber and that the Subscriber publishes (or that ValiantAI publishes on the Subscriber's behalf as Approved Content) ("Outputs"). The Subscriber's ownership of Outputs excludes: (i) any underlying ValiantAI Technology embedded in or used to generate the Outputs; and (ii) any third-party assets (stock imagery, fonts, music, code libraries, model weights) for which ValiantAI has obtained a license that is non-transferable to the Subscriber. ValiantAI shall identify any such non-transferable third-party assets on the Subscriber's reasonable request.

7.4 Subscriber Feedback

If the Subscriber provides ValiantAI with feedback, ideas, or suggestions regarding the Services, ValiantAI may use that feedback freely and without obligation to the Subscriber.

7.5 Third-Party Licensing and Compliance

Subscriber Responsibilities:

Costs for all third-party licenses (software, music, stock imagery)
Legal compliance for provided materials and content
Proper rights and permissions for supplied assets

Valiant Responsibilities:

Prior approval requests for third-party assets with associated costs
Compliance verification for industry-standard resources
Alternative sourcing recommendations for cost optimization

7.6 Portfolio and Case Study Rights

Notwithstanding the foregoing, ValiantAI retains the right to: showcase publicly released work in professional portfolios; reference Subscriber relationships in business development materials; submit work for industry awards and recognition programs; and use non-confidential work for thought leadership and case studies. The Subscriber may opt out of identification by ValiantAI as a Subscriber in marketing materials at any time by written notice to legal@valiant.biz.

8. CONFIDENTIALITY AND TRADE SECRET PROTECTION

8.1 Comprehensive Confidentiality Framework

Both parties commit to protecting sensitive business information including:

Trade Secrets:

Proprietary formulas, processes, and methodologies
Competitive intelligence and strategic plans
Customer lists and database information
Financial data and performance metrics
Technical specifications and proprietary systems

Confidential Information:

Business processes and operational procedures
Marketing strategies and campaign plans
Personnel information and organizational structures
Vendor relationships and pricing arrangements
Future product plans and market expansion strategies

8.2 Information Protection Obligations

Valiant Commitments:

Non-disclosure of Subscriberconfidential information
Secure storage and transmission protocols
Employee training on confidentiality requirements
Incident reporting and breach notification procedures

Subscriber Commitments:

Protection of Valiant proprietary methodologies
Respect for employee non-solicitation agreements
Proper handling of sensitive creative concepts

8.3 Permitted Use and Disclosure

Confidential information may be disclosed only for:

Direct service delivery and campaign execution
Legal compliance and regulatory requirements
Protection of legitimate business interests
Court orders or law enforcement demands

8.4 Data Security and Protection Measures

Technical Safeguards:

End-to-end encryption for data transmission
Multi-factor authentication systems
Role-based access controls and permissions
Regular security audits and penetration testing

Administrative Safeguards:

Employee confidentiality training programs
Non-disclosure agreements for all personnel
Regular access reviews and permission updates
Incident response and breach notification procedures

8.5 Duration and Survival of Obligations

Confidentiality obligations survive termination
Trade secrets protected indefinitely under applicable law
Standard confidential information protected for 3 years post-termination
General knowledge and skills remain available for future engagements

9. MARKETING RIGHTS AND PORTFOLIO USAGE

9.1 Mutual Marketing Benefits

Service relationships include reciprocal marketing advantages:

Valiant Marketing Rights:

Subscriber name and logo usage in portfolio materials
Case study development and industry presentation rights
Award submission privileges for completed work
Reference rights for business development purposes

Subscriber Marketing Benefits:

Valiant logo placement on Subscriber website (if desired)
Joint press release opportunities and coordination
Industry recognition and thought leadership association
Access to Valiant's network and strategic partnerships

9.2 Confidentiality Respect in Marketing

Marketing usage respects confidentiality obligations:

Confidential or proprietary work excluded upon Subscriber request
Performance data anonymized in case studies
Strategic information protected in public presentations
Subscriber approval required for sensitive industry discussions

9.3 Brand Protection and Quality Control

Both parties maintain brand integrity in marketing usage:

Adherence to brand guidelines and usage standards
Quality approval processes for marketing materials
Misrepresentation prevention and accuracy verification
Professional presentation standards maintenance

10. SUBSCRIBER OBLIGATIONS AND PERFORMANCE STANDARDS

10.1 Information and Resource Provision

Subscribers commit to providing timely access to:

Relevant business information and strategic context
Brand assets, style guides, and historical materials
Digital platform access and administrative permissions
Key stakeholder availability for collaboration
Performance data and baseline metrics
Competitive intelligence and market insights

10.2 Response Time and Approval Obligations

Standard Response Requirements:

Strategic deliverable approvals: 5 business days
Creative material approvals: 3 business days
Urgent communications: Same business day response
Project milestone reviews: Within agreed timelines

Delayed Response Impact:

Project timeline adjustments for approval delays
Additional costs for expedited delivery requirements
Resource reallocation and scheduling modifications
Performance impact on final deliverables and outcomes

10.3 Compliance and Legal Requirements

Subscriber's warrant ongoing compliance with:

Industry-specific regulations and standards
Advertising truth and accuracy requirements
Data privacy and consumer protection laws
Employment and workplace regulations
International trade and sanctions compliance

10.4 Internal Resource Commitment and Coordination

Dedicated Personnel Assignment:

Primary contact designation for project coordination
Decision-maker identification and approval authority
Subject matter expert access and availability
Change management and internal communication protocols

Collaboration and Partnership:

Participation in strategic planning sessions
Feedback provision and revision coordination
Training program participation and capability building
Performance review and optimization discussions

11. TECHNOLOGY PLATFORMS AND EQUIPMENT

11.1 Valiant Technology Infrastructure

Valiant provides comprehensive technology solutions:

Proprietary analytics and reporting platforms
Creative collaboration and project management tools
Subscriberportal access and communication systems
Marketing automation and campaign management platforms

11.2 Equipment and Resource Provision

Valiant maintains full responsibility for:

All necessary tools, equipment, and software
Technology infrastructure and platform maintenance
Data backup and security systems
Professional-grade creative production resources

11.3 Subscriber Technology Integration

Platform Access and Usage:

Secure credential management and access controls
Usage monitoring and security compliance
Integration with Subscriber systems and workflows
Training and support for platform utilization

Security and Compliance Requirements:

Adherence to platform terms of service
Incident reporting for security concerns
Access credential protection and management
Compliance with data protection requirements

11.4 Data Integration and API Management

Authorized data connections between Subscriber and Valiant systems
API access governed by rate limits and usage guidelines
Integration testing and quality assurance procedures
Change management for system updates and modifications

11.4A Connected Platforms and Authorized Actions

11A.1 Definitions

For purposes of this Section 11A (also referred to as 11.4A), and elsewhere in these Terms, the following capitalized terms have the meanings given:

"Connected Platform" — any third-party service whose API, advertising platform, posting interface, email infrastructure, analytics platform, tag manager, commerce platform, CRM, identity provider, or comparable service is integrated with ValiantAI to deliver the Services. The current Connected Platforms are listed in Section 11A.10. ValiantAI may add, remove, or change Connected Platforms from time to time.
"Connected Account" — an account on a Connected Platform that the Subscriber owns (or is otherwise authorized to control) and connects to ValiantAI through OAuth, API key, or comparable mechanism.
"Provisioned Account" — an account on a Connected Platform that ValiantAI creates on the Subscriber's behalf using ValiantAI's manager-, parent-, or business-level credentials. Provisioned Accounts include, without limitation, child customer accounts created under ValiantAI's Google Ads Manager Account (MCC) via the createCustomerClient operation, ad accounts and assets created under ValiantAI's Meta Business Manager, sub-accounts created under ValiantAI's TikTok Business Center, and analogous accounts on other Connected Platforms.
"Linked Account" — a Connected Account or a Provisioned Account.
"Access Credentials" — OAuth tokens, refresh tokens, API keys, signing secrets, webhook secrets, and any other credentials issued by a Connected Platform that authorize access to a Linked Account.
"Authorized Action" — an action ValiantAI takes on a Linked Account within the scope of the authority granted by the Subscriber under Section 11A.2 and within the scope of the relevant Connected Platform's terms.
"Approved Content" — content (including ad creative, ad copy, landing pages, social posts, email campaigns, subject lines, sender names, and product feeds) that the Subscriber has approved for publication, either expressly through ValiantAI's in-product approval flow or under a standing approval the Subscriber has configured (e.g., approval of a campaign template covering a defined set of variants).
"Optimization Action" — an in-flight, post-publication change to a campaign that does not introduce new creative, new targeting categories, or new audiences, including without limitation: bid changes, budget changes within a Subscriber-set range, ad pausing or unpausing, schedule changes, automated rule application, A/B test resolution, and platform-recommended setting adjustments.
"Materiality Threshold" — the boundary above which an Optimization Action requires fresh Subscriber review, as set out in Section 11A.5.
"Subscriber Content" — any data, creative, copy, brand assets, customer lists, product information, or other content the Subscriber provides to ValiantAI, or that ValiantAI obtains from a Linked Account on the Subscriber's behalf.
"Independent Subscriber Content" — content the Subscriber publishes, sends, or distributes outside ValiantAI's automated workflow, including content the Subscriber posts directly into a Connected Platform, content sent via email tools the Subscriber operates without ValiantAI's involvement, or content the Subscriber uploads to a Linked Account and publishes without routing it through ValiantAI's review and publication workflow.
"Subscriber Spend" — all amounts payable to a Connected Platform for activity on a Linked Account, including paid-advertising media costs, email and SMS sending fees, transaction fees, marketplace fees, subscription fees charged by the Connected Platform itself, and taxes and surcharges associated with any of the foregoing.

11A.2 Grant of Authority and Authorized Actions

By connecting a Connected Account to ValiantAI, or by directing or accepting a Provisioned Account, the Subscriber grants ValiantAI a non-exclusive, revocable authority, during the Subscription Term, to take Authorized Actions on that Linked Account on the Subscriber's behalf, in the Subscriber's name where applicable, and within the scope of the relevant Connected Platform's terms.

Authorized Actions include, without limitation:

(a) reading account metadata, settings, performance data, audience data, billing status (where exposed by the Connected Platform), and historical campaign data;
(b) creating, editing, scheduling, publishing, pausing, archiving, and deleting campaigns, ad sets, ads, posts, emails, automations, segments, audiences, conversion events, pixels, tags, feeds, and related assets;
(c) applying Optimization Actions in accordance with Section 11A.5;
(d) creating, modifying, and removing assets that the Subscriber's marketing program reasonably requires (including audiences, custom conversions, UTM parameters, and tracking pixels);
(e) submitting and managing platform reviews (e.g., ad-disapproval appeals, business-verification flows, identity-verification flows);
(f) reading and writing analytics, attribution, and reporting data;
(g) creating, configuring, and removing webhooks and event subscriptions;
(h) provisioning child or sub-accounts under a manager or parent account where the Subscriber has so authorized; and
(i) any other action expressly described in the Subscriber's Order Form, in-product configuration, or written instructions.

ValiantAI will not:

(a) use Access Credentials for any purpose other than delivering the Services to the Subscriber from whom the credentials originate;
(b) transmit Subscriber Content or any data obtained from a Linked Account between or to any other Subscriber's account;
(c) expose Access Credentials to the Subscriber or any third party (we keep tokens server-side); or
(d) resell, sublicense, or repackage raw API access to any Connected Platform.

The grant of authority in this Section 11A.2 takes effect automatically on connection or provisioning and continues until revoked under Section 11A.9 or until termination of the Subscription under Section 18.

11A.3 Subscriber Representations and Warranties for Connected Accounts

The Subscriber represents and warrants that, at the time of connecting any Connected Account and on a continuing basis throughout the Subscription Term:

(a) the Subscriber is the lawful owner of, or holds appropriate authority to administer, the Connected Account;
(b) the Subscriber has all necessary rights and permissions to authorize ValiantAI to take Authorized Actions on the Connected Account;
(c) the Subscriber's authorization to ValiantAI does not breach any agreement with the Connected Platform, any agreement with a third party (including any agency, employee, contractor, partner, or co-administrator of the account), or any law applicable to the Subscriber;
(d) the email address, business identity, payment instrument, and tax information associated with the Connected Account are accurate and belong to the Subscriber;
(e) the Subscriber has provided ValiantAI with truthful information regarding the Subscriber's identity, business, products, target audiences, regulated-industry status (if any), and intended use of the Services; and
(f) the Subscriber has obtained all consents, opt-ins, and disclosures required to send the messages, run the ads, deploy the tags, and process the personal data the Subscriber directs ValiantAI to handle.

If at any time a representation in this Section 11A.3 ceases to be accurate, the Subscriber shall notify ValiantAI promptly in writing and shall cooperate with ValiantAI in remediating the issue.

11A.4 Approved Content and Publication

ValiantAI's publication workflow operates as follows:

(a) ValiantAI generates draft content using Subscriber Content, Subscriber inputs, and ValiantAI's tooling;
(b) every campaign passes through human strategist review before publication;
(c) after strategist review, the draft is presented to the Subscriber for approval through ValiantAI's product interface or via the alternative approval channel the Subscriber has configured;
(d) only after the Subscriber's approval — express, or under a standing approval the Subscriber has configured — does the content become Approved Content and become eligible for publication.

The Subscriber acknowledges and agrees that:

(a) Approved Content is content the Subscriber has elected to publish, send, or run, even where ValiantAI drafted it;
(b) the Subscriber bears responsibility for the accuracy, legality, and appropriateness of Approved Content with respect to the Subscriber's products, services, target audiences, and applicable law (including, without limitation, advertising-substantiation requirements, FTC endorsement guidelines, regulated-industry restrictions, and consumer-protection laws);
(c) ValiantAI's strategist review is a quality and policy-compliance check; it is not legal advice, regulatory clearance, or an opinion on the truthfulness of factual claims the Subscriber has supplied; and
(d) where the Subscriber configures a standing approval, content published under that standing approval is Approved Content for purposes of these Terms regardless of whether the Subscriber separately reviewed each individual variant.

11A.5 Optimization Actions and Materiality Threshold

The Subscriber's approval of a campaign for publication carries with it standing authorization for ValiantAI to take Optimization Actions on that campaign during its active period, subject to the following:

(a) Optimization Actions stay within the scope defined in Section 11A.1 and within any limits the Subscriber has configured (e.g., maximum daily budget, bid ceilings, allowed audience expansion).
(b) ValiantAI will not, without the Subscriber's fresh approval, take any of the following ("Material Actions"):
- (i) introducing new creative not covered by an existing approval;
- (ii) introducing new targeting categories, audiences, or geographies outside the originally approved scope;
- (iii) raising the daily or lifetime budget of a campaign by more than 25% above the Subscriber's configured ceiling;
- (iv) enabling spend on an additional Connected Platform not already authorized for the campaign;
- (v) changing the sender domain, sender identity, or branded landing page in a way that materially alters how the campaign appears to recipients; or
- (vi) any action the Connected Platform's terms require to be approved separately by the account owner.
(c) ValiantAI shall maintain a log of Optimization Actions and shall make that log available to the Subscriber via a reporting interface within the Services or on reasonable written request.
(d) The Subscriber may, at any time, narrow the scope of standing optimization authority for any campaign (for example, by requiring per-change approval). Changes to standing authority take effect prospectively and do not invalidate prior Optimization Actions.

11A.6 Subscriber Spend, Platform Fees, and Underlying Costs

Subscriber Spend is and remains the Subscriber's sole financial responsibility. ValiantAI's subscription fee covers access to and operation of the Services; it does not cover and is not applied toward Subscriber Spend.

The Subscriber shall:

(a) maintain a valid payment method directly with each Connected Platform that charges the Subscriber for activity on a Linked Account;
(b) keep that payment method funded and in good standing throughout the Subscription Term;
(c) bear sole responsibility for all charges, fees, taxes, surcharges, refunds, chargebacks, and disputes between the Subscriber and the Connected Platform; and
(d) treat all Subscriber Spend as owed by the Subscriber to the Connected Platform, not to ValiantAI.

ValiantAI will not:

(a) advance, prepay, or guarantee any Subscriber Spend on behalf of the Subscriber;
(b) be liable for unpaid Subscriber Spend, account suspensions resulting from unpaid Subscriber Spend, lost campaign performance, lost data, or platform penalties resulting from unpaid Subscriber Spend; or
(c) act as a media agency of record, payor of record, or fiduciary with respect to Subscriber Spend.

If the Subscriber's payment instrument with a Connected Platform fails, the Connected Platform suspends billing, or Subscriber Spend otherwise goes unpaid, ValiantAI may, at its discretion: (i) pause Authorized Actions on the affected Linked Account; (ii) notify the Subscriber and request remediation; and (iii) suspend Services with respect to the affected Linked Account until the issue is cured. ValiantAI's subscription fees continue to accrue during any such suspension.

11A.7 Provisioned Accounts

Where the Subscriber requests, or where the Services contemplate, that ValiantAI provision a Provisioned Account on the Subscriber's behalf, the following terms apply:

(a) Manager / Parent Relationship. ValiantAI may provision the Provisioned Account using ValiantAI's manager- or parent-level credentials. Examples include: a child customer account created under ValiantAI's Google Ads Manager Account (MCC) using the Google Ads API createCustomerClient operation; an ad account, business asset, or pixel created under ValiantAI's Meta Business Manager; a TikTok Ads Manager sub-account created under ValiantAI's TikTok Business Center; and analogous structures on other Connected Platforms. ValiantAI's manager-level role is administrative and does not transfer beneficial ownership of the Subscriber's data, campaigns, or performance history to ValiantAI.

(b) Beneficial Ownership During Subscription. During the Subscription Term, the Subscriber is the beneficial owner of the Provisioned Account and of all campaigns, audiences, creative, and performance data within it, except for: (i) account-level credentials and manager-level configurations that the Connected Platform's terms make non-transferable, and (ii) ValiantAI-proprietary tooling.

(c) Custody. ValiantAI maintains custody of the Provisioned Account at the manager level for operational purposes only (e.g., enabling Authorized Actions, applying optimization, ensuring policy compliance). Custody does not entitle ValiantAI to use the Provisioned Account for any purpose other than serving the Subscriber.

(d) Subscriber's Migration Right and Obligation on Cancellation. On cancellation or non-renewal of the Subscription, the Subscriber shall: (i) designate a destination — a manager account the Subscriber controls, an account under a successor agency the Subscriber engages, or a standalone account in the Subscriber's name — and (ii) accept the transfer offer, link request, or invitation that ValiantAI sends to that destination during the Migration Window. Where a Connected Platform requires a specific transfer mechanism (for example, Google Ads' "link request" or "transfer" flow, or Meta Business Manager's "request access" or "request ownership" flow), the Subscriber shall complete the Subscriber-side step on a timely basis.

(e) Migration Window. The "Migration Window" is the thirty (30)-day period beginning on the effective date of cancellation or non-renewal. During the Migration Window, ValiantAI shall: (i) keep the Provisioned Account in custody under our manager; (ii) cooperate in good faith with the Subscriber on transfer; (iii) maintain reasonable read and export access for the Subscriber to historical data; and (iv) refrain from publishing new campaigns or running Optimization Actions on the Provisioned Account except where required to honor in-flight commitments the Subscriber has expressly directed us to maintain.

(f) Failure to Migrate. If the Subscriber does not complete the migration by the end of the Migration Window, ValiantAI may, at its discretion: (i) detach the Provisioned Account from our manager and abandon it (the Subscriber retains whatever ownership rights the Connected Platform's terms allow at that point); (ii) close, archive, or delete the Provisioned Account where the Connected Platform's terms permit and where the Subscriber is unreachable after reasonable attempts at notice; or (iii) extend the Migration Window for an additional period at ValiantAI's then-current professional services rate. ValiantAI is not obligated to maintain Provisioned Accounts indefinitely after cancellation.

(g) No Successor Liability. After the earlier of the end of the Migration Window or the Subscriber's acceptance of transfer, ValiantAI has no further obligation, control, or liability with respect to the Provisioned Account.

(h) Connected-Platform Constraints. Some Connected Platforms restrict the transferability of certain assets (e.g., domain verifications, business verifications, certain pixels and conversion APIs, certain audiences and lookalikes). ValiantAI shall identify any such non-transferable elements during the Migration Window and shall reasonably assist the Subscriber in re-creating them under the Subscriber's destination account. The Subscriber acknowledges that re-creation may not preserve historical performance data, learning-phase progress, or audience match histories, and ValiantAI is not responsible for that loss to the extent it results from the Connected Platform's terms.

11A.8 Right to Refuse Publication

ValiantAI reserves the right, at any time, to refuse to publish, to delay publication of, to pause, or to take down any content where ValiantAI in good faith believes the content:

(a) violates the policies, advertising standards, community standards, developer terms, or other terms of any Connected Platform;
(b) violates applicable law, including without limitation advertising-substantiation requirements, FTC endorsement guidelines, CAN-SPAM, CASL, TCPA, GDPR / UK GDPR, CCPA / CPRA, or industry-specific regulations governing financial services, securities and trading, gambling and sports wagering, healthcare, alcohol, cannabis, or political advertising;
(c) infringes a third party's intellectual property or publicity rights;
(d) is defamatory, harassing, deceptive, or designed to defraud; or
(e) presents a material risk of suspension, takedown, or other adverse action against ValiantAI's developer access on a Connected Platform.

Where ValiantAI exercises this right, ValiantAI shall: (i) notify the Subscriber promptly with a reasonably detailed statement of the basis for refusal; (ii) work in good faith with the Subscriber to identify a remediation path (e.g., revisions to creative, additional substantiation, alternative targeting); and (iii) document the refusal in the Services for the Subscriber's records.

The Subscriber acknowledges that exercise of this right is part of the Services and does not constitute breach by ValiantAI, withholding of services, or grounds for refund.

11A.9 Revocation, Platform Suspension, and Subscriber Suspension

(a) Subscriber Revocation. The Subscriber may revoke ValiantAI's authority for any Linked Account at any time by: (i) disconnecting through the in-product disconnect flow; (ii) revoking ValiantAI's app at the Connected Platform's permissions interface; or (iii) sending written notice to legal@valiant.biz. Revocation takes effect promptly after ValiantAI receives the revocation signal and is processed by the relevant Connected Platform. ValiantAI will not knowingly take new Authorized Actions on a revoked Linked Account after revocation has taken effect.

In-flight Authorized Actions that have already been submitted to a Connected Platform at the time of revocation may not be reversible by ValiantAI; the Subscriber shall be solely responsible for managing such in-flight actions through the Connected Platform directly.

Revocation does not, by itself, terminate the Subscription. The Subscriber's subscription fees continue to accrue at the contracted rate during the remainder of the then-current billing period. No refund is owed for the partial billing period in which revocation occurs, except where required by law.

(b) Connected Platform Suspends ValiantAI's Access. If a Connected Platform suspends, restricts, or terminates ValiantAI's developer access, app access, or manager-level access for any reason:

ValiantAI shall notify affected Subscribers without undue delay;
ValiantAI shall use commercially reasonable efforts to remediate the suspension or to deliver the affected functionality through an alternative authorized integration where one exists;
During the suspension, ValiantAI may not be able to deliver the portion of the Services tied to that Connected Platform; non-availability arising solely from a Connected Platform's action against ValiantAI is not a breach of these Terms, but the Subscriber's prepaid fees attributable to the affected functionality shall be credited or refunded on a pro rata basis if the suspension persists for more than thirty (30) consecutive days; and
ValiantAI shall cooperate in good faith with the Subscriber to bridge to an alternative arrangement (which may include the Subscriber connecting a different account, the Subscriber engaging a different vendor for the affected channel, or a temporary downgrade of the Subscription Tier).

(c) Connected Platform Suspends the Subscriber's Account. If a Connected Platform suspends, disables, or restricts the Subscriber's Linked Account, the Subscriber's other accounts on that platform, or the Subscriber's user / business identity:

The suspension is a matter between the Subscriber and the Connected Platform; the Subscriber is responsible for resolving it directly with the Connected Platform.
ValiantAI shall, on the Subscriber's reasonable request, provide information from our records that may assist the Subscriber's appeal (for example, logs of Authorized Actions on the affected Linked Account), to the extent we are permitted to do so under the Connected Platform's terms.
ValiantAI's subscription fees continue to accrue at the contracted rate during the suspension period. ValiantAI may not be able to deliver Services tied to the suspended Linked Account during the suspension; this is not a breach by ValiantAI.
Repeated, willful, or unresolved suspensions of the Subscriber's accounts on Connected Platforms — particularly where they create a material risk to ValiantAI's developer access — are grounds for ValiantAI to terminate the Subscription under Section 18.

11A.10 Platform-Specific Terms

The Connected Platforms with which the Services currently integrate, or may integrate during the Subscription Term, include the following categories. The list is illustrative and may be updated from time to time. By connecting an account on, or directing a Provisioned Account on, any of these Connected Platforms, the Subscriber agrees to comply with that Connected Platform's user, advertiser, merchant, sender, or comparable terms — including any acceptable-use, content, prohibited-categories, identity-verification, billing, and consent requirements.

(a) Paid Advertising Platforms.

Google Ads (including provisioning of child customer accounts under ValiantAI's Manager Account via createCustomerClient, keyword research via the KeywordPlanIdeaService, ongoing optimization via mutate operations, and reporting via searchStream)
Meta Marketing API (Facebook and Instagram advertising)
TikTok Marketing API
X (Twitter) Ads API
LinkedIn Marketing API
Snapchat Ads API
Reddit Ads API
Pinterest Ads API
Microsoft Advertising API (Bing)

For each of the foregoing, ValiantAI shall comply with the relevant platform's developer terms, API terms, advertising policies as they apply to integrators, rate-limit requirements, and data-handling requirements. The Subscriber shall comply with the relevant platform's advertiser terms, billing terms, prohibited-content rules, prohibited-industry rules, and identity-verification requirements applicable to advertisers and account owners. The Subscriber bears all media spend on these platforms as Subscriber Spend under Section 11A.6.

(b) Organic Social Platforms.

Meta Graph API (Facebook Pages, Instagram Business)
TikTok Display API and Content Posting API
X API v2
LinkedIn API (organic posts and Page management)
YouTube Data API
Pinterest API
Threads API
Bluesky API

For each, ValiantAI shall comply with the relevant platform's developer and posting-API terms, including any restrictions on automated posting frequency, content type, and identity attribution. The Subscriber shall comply with the relevant platform's user terms, community standards, and content policies, and shall maintain its own administrative rights to the Pages, profiles, channels, or accounts to which content is posted.

(c) Email Service Providers and Marketing Automation Platforms.

SendGrid, Mailgun, Postmark, Resend, AWS SES (transactional and marketing email infrastructure)
Klaviyo, Mailchimp, ActiveCampaign, Customer.io, HubSpot (marketing automation and CRM-driven email)
Gmail API (only when the Subscriber explicitly connects an inbox)

For each, ValiantAI shall comply with the provider's API and sender terms. The Subscriber shall comply with applicable email-marketing law (including without limitation CAN-SPAM, CASL, GDPR / UK GDPR, e-Privacy requirements, and analogous laws in other jurisdictions), shall maintain valid consent for each recipient on its lists, shall honor unsubscribes, and shall maintain accurate sender identity. The Subscriber bears all sending fees, dedicated-IP fees, and platform subscription fees as Subscriber Spend under Section 11A.6. ValiantAI does not warrant deliverability outcomes; deliverability is influenced by the Subscriber's list hygiene, content, sender reputation, recipient mailbox provider policies, and other factors outside ValiantAI's control.

The Gmail API is used only with explicit Subscriber consent and only within the scopes the Subscriber authorizes; ValiantAI shall not use Gmail data for any purpose other than the specific functionality the Subscriber has enabled, in accordance with the Google API Services User Data Policy (including the Limited Use requirements).

(d) Website, Analytics, Tag Management, and Commerce APIs.

Google Analytics 4 Data API
Google Search Console API
Google Tag Manager API
Shopify, WooCommerce, BigCommerce
HubSpot, Salesforce
Webflow, Framer, WordPress

For each, ValiantAI shall comply with the platform's API terms and data-handling requirements. The Subscriber shall comply with the platform's user, merchant, and developer-facing terms, shall maintain its own commerce or CMS subscription where required, and shall remain solely responsible for transaction fees, hosting fees, payment-processing fees, and platform subscription fees charged by the platform. Where the Services involve placing tags or pixels on the Subscriber's website, the Subscriber represents that it has the right to deploy such tags and has obtained any consents required by applicable law (including ePrivacy / cookie-consent requirements where applicable).

(e) Identity Providers / OAuth.

Google Sign-In
Meta Login
Microsoft Identity Platform
LinkedIn Sign In

ValiantAI uses these providers solely for Subscriber authentication into the Services and, where applicable, to obtain scoped authorization to act on Linked Accounts. The Subscriber's use of an identity provider to log in to ValiantAI is governed by the relevant identity provider's user terms.

(f) Future Connected Platforms. ValiantAI may add, remove, or change Connected Platforms during the Subscription Term. Where a change materially alters the Services available to the Subscriber, ValiantAI shall notify the Subscriber and provide a reasonable time to consider the change.

11A.11 Termination, Disconnect, and Migration Window

On termination or non-renewal of the Subscription:

(a) ValiantAI shall, no later than the end of the Migration Window, disconnect from all Linked Accounts (i.e., revoke ValiantAI's tokens and remove ValiantAI as an administrator on the relevant Connected Platforms), except to the extent ValiantAI must retain access during the Migration Window to support migration of Provisioned Accounts under Section 11A.7.
(b) The Subscriber may, during the Migration Window, request a one-time export of Subscriber Content held by ValiantAI in a commercially reasonable, machine-readable format. ValiantAI shall provide the export at no additional charge for the first request; additional or expedited requests may be subject to ValiantAI's then-current professional services rates.
(c) For Provisioned Accounts, the migration procedures in Section 11A.7 apply.
(d) After the end of the Migration Window, ValiantAI shall delete or de-identify Subscriber Content within a reasonable period, except for: (i) records ValiantAI is required to retain by law; (ii) records ValiantAI retains as part of routine system backups subject to ValiantAI's standard rotation; and (iii) aggregated, de-identified data that cannot reasonably be associated with the Subscriber.
(e) Subscription fees continue to accrue at the contracted rate for the remainder of the then-current billing period in which termination occurs. No refund is owed for the partial billing period, except where: (i) ValiantAI terminates the Subscription without cause; (ii) ValiantAI materially breaches these Terms and fails to cure within the cure period; (iii) refund is required by law; or (iv) refund is expressly granted under Section 11A.9(b) (extended Connected Platform suspension of ValiantAI's access).

11A.12 Survival

The following provisions of this Section 11A survive termination of the Subscription:

11A.1 (Definitions, to the extent needed to interpret surviving provisions);
11A.3 (Subscriber Representations and Warranties, with respect to acts and omissions occurring during the Subscription Term);
11A.6 (Subscriber Spend and Platform Fees, for amounts accrued during the Subscription Term);
11A.7(d)–(h) (Provisioned-Account migration);
11A.11(b)–(e) (export, disconnect, post-termination data handling, fee accrual);
and any indemnification, limitation-of-liability, and confidentiality provisions of these Terms applicable to acts or content arising out of this Section 11A.

12. THIRD-PARTY SERVICES AND SUBCONTRACTORS

12.1 Subcontractor Engagement and Management

Valiant may engage qualified subcontractors to enhance service delivery:

Specialized expertise for technical or creative requirements
Capacity augmentation for large-scale projects
Geographic coverage for international engagements
Technology integration and platform management

12.2 Subcontractor Oversight and Accountability

Quality Control and Management:

Subcontractor vetting and qualification procedures
Performance monitoring and quality assurance
Direct supervision and project coordination
Final deliverable review and approval processes

Subscriber Protection and Assurance:

Equivalent confidentiality and security obligations
Professional liability and insurance coverage
Direct Valiant responsibility for subcontractor performance
Subscriber approval for significant subcontractor engagements

12.3 Subscriber Preferred Supplier Integration

When Subscribers require specific vendor relationships:

Coordination with Subscriber preferred suppliers
Quality assurance and performance monitoring
Joint project management and communication protocols
Clear responsibility delineation and accountability frameworks

12.4 Third-Party Platform and Technology Integration

Service delivery often requires integration with external platforms:

Social media and advertising platform management
Analytics and attribution system coordination
Creative production tool and software utilization
Compliance with third-party terms and conditions

13. DATA PROTECTION AND PRIVACY COMPLIANCE

13.1 Comprehensive Privacy Framework

Valiant maintains robust data protection capabilities addressing multiple regulatory frameworks:

United States Regulations:

California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA)
Virginia Consumer Data Protection Act (VCDPA)
Health Insurance Portability and Accountability Act (HIPAA)
Gramm-Leach-Bliley Act (GLBA) for financial services
Children's Online Privacy Protection Act (COPPA)

International Regulations:

General Data Protection Regulation (GDPR) for EU data subjects
Personal Information Protection and Electronic Documents Act (PIPEDA) for Canada
Lei Geral de Proteção de Dados (LGPD) for Brazil
Other applicable international privacy frameworks

13.2 Data Processing and Usage Principles

Lawful Processing Basis:

Legitimate business interest for service delivery
Contractual necessity for performance obligations
Subscriber consent for specific marketing activities
Legal compliance requirements and obligations

Data Minimization and Purpose Limitation:

Collection limited to service delivery requirements
Processing restricted to specified, legitimate purposes
Retention periods aligned with business and legal requirements
Secure deletion procedures upon data lifecycle completion

13.3 International Data Transfers and Protection

For cross-border data handling:

Standard Contractual Clauses (SCCs) implementation
Adequacy determination reliance where applicable
Data localization compliance for specific jurisdictions
Encryption and security measures for all transfers

13.4 Data Subject Rights and Subscriber Obligations

Individual Rights Support:

Access request fulfillment and coordination
Data portability assistance and technical support
Correction and deletion request processing
Consent management and preference coordination

Subscriber Collaboration Requirements:

Lawful basis establishment and documentation
Data subject communication and notice provision
Rights request coordination and response
Incident notification and breach response collaboration

14. LIMITATION OF LIABILITY AND RISK MANAGEMENT

14.1 Comprehensive Liability Limitations

TO THE FULLEST EXTENT PERMITTED BY LAW, VALIANT'S LIABILITY IS LIMITED AS FOLLOWS:

Excluded Damages:

Indirect, incidental, consequential, and punitive damages
Loss of revenue, profits, or business opportunities
Brand reputation damage or market position harm
Data loss, system failures, or technology disruptions
Third-party claims, regulatory actions, or legal proceedings
Business interruption or operational disruption costs

14.2 Aggregate Liability Caps

Total liability limitations based on engagement type:

Ongoing Retainer Relationships: 12 months of fees preceding the incident
Project-Based Engagements: Total project value or $1,000,000, whichever is less
Technology Platform Issues: Annual licensing fees or $250,000, whichever is less
Consulting Services: Fees paid for specific consulting engagement

14.3 External Factor Limitations

Valiant shall not be liable for delays or performance impacts caused by:

Third-party platform outages or policy changes
Algorithm updates or advertising platform modifications
Market conditions and competitive landscape changes
Consumer behavior shifts or economic disruptions
Subscriber internal resource constraints or approval delays

14.4 Risk Allocation and Subscriber Acknowledgment

Subscriber's acknowledge and assume responsibility for:

Marketing investment decisions and budget allocation risks
Competitive market dynamics and strategic positioning
Technology adoption and implementation challenges
Regulatory compliance in Subscriber specific industries
Internal change management and organizational alignment

14.5 Allocation of Liability for Published Content

Without limiting the rest of this Section 14:

(a) For Approved Content (content the Subscriber has approved for publication, expressly or under a standing approval — see Section 11A.4): ValiantAI's liability is limited to losses caused directly by ValiantAI's gross negligence or willful misconduct in the technical execution of publication (for example, publishing the wrong creative, publishing to the wrong account, or publishing outside the approved schedule). ValiantAI is not liable for the substantive content, claims, accuracy, legality, or audience-suitability of Approved Content.
(b) For Independent Subscriber Content (content the Subscriber publishes outside the ValiantAI workflow — see Section 11A.1): ValiantAI has no liability of any kind.
(c) For Outputs that ValiantAI generates but does not publish (e.g., drafts the Subscriber rejects or never approves): the Subscriber is responsible for any use the Subscriber elects to make of those Outputs outside the Services.
(d) For Optimization Actions taken in accordance with Section 11A.5 and within the standing authority granted by the Subscriber: ValiantAI's liability is limited to losses caused directly by ValiantAI's gross negligence or willful misconduct in the execution of those actions.

15. INDEMNIFICATION AND LEGAL PROTECTION

15.1 Mutual Indemnification Framework

Both parties provide reciprocal legal protection and indemnification:

Subscriber Indemnification Obligations:

Breach of terms and conditions
Misuse of Valiant services, deliverables, or recommendations
Third-party claims related to Subscriber products or services
Intellectual property claims from Subscriber-provided materials
Regulatory violations or compliance failures
Data breaches involving Subscriber systems or procedures
Defamatory, discriminatory, or illegal content in Subscribermaterials

Valiant Indemnification Obligations:

Gross negligence or willful misconduct in service delivery
Intellectual property infringement in Valiant-created deliverables
Material breach of confidentiality obligations
Advertising regulation violations in Valiant-controlled activities
Data breaches caused by inadequate Valiant security measures
Unauthorized disclosure of Subscriber confidential information

15.2 Indemnification Procedures and Requirements

Notice and Cooperation Requirements:

Prompt written notice of any claims or legal proceedings
Full cooperation in defense strategies and legal proceedings
Control of defense and settlement negotiations by indemnifying party
Reasonable participation and support from indemnified party

Defense and Settlement Authority:

Indemnifying party controls legal strategy and representation
Settlement approval requirements for amounts exceeding policy limits
Right to independent counsel for conflicts of interest
Cost allocation for defense expenses and settlement amounts

15.3 Insurance Coordination and Risk Transfer

Primary insurance coverage responsibility for respective risks
Coordination between insurance policies and indemnification obligations
Additional insured status where appropriate and available
Risk transfer mechanisms for complex international engagements

15.4 Subscriber Indemnification for Connected Platforms and Approved Content

Without limiting Section 15.1, the Subscriber shall defend, indemnify, and hold harmless ValiantAI and its affiliates, officers, directors, employees, and agents from and against any third-party claims, regulatory actions, fines, penalties, and losses (including reasonable attorneys' fees) arising out of or related to:

(a) Approved Content (including, without limitation, claims for false advertising, regulatory non-compliance, intellectual property infringement based on Subscriber-supplied materials, and consumer-protection violations);
(b) the Subscriber's products, services, business operations, or industry-specific regulatory obligations;
(c) the Subscriber's breach of any Connected Platform's user, advertiser, sender, merchant, or comparable terms;
(d) Subscriber Spend obligations the Subscriber has not paid;
(e) the Subscriber's authorization of ValiantAI to act on a Connected Account that the Subscriber did not own or did not have authority to authorize; and
(f) the Subscriber's instructions that ValiantAI follows in good faith.

16. SERVICE QUALITY AND PERFORMANCE EXPECTATIONS

16.1 Industry Standard Performance Commitments

Valiant commits to delivering services with commercially reasonable care and skill according to industry best practices:

Quality Assurance Framework:

Adherence to advertising industry standards and guidelines
Creative excellence and strategic innovation principles
Technology platform reliability and performance optimization
Professional project management and communication protocols

Performance Monitoring and Measurement:

Key performance indicator (KPI) establishment and tracking
Regular performance reviews and optimization recommendations
Benchmarking against industry standards and competitive landscape
Continuous improvement processes and methodology enhancement

16.2 Service Level Agreements and Operational Standards

Platform and Technology Performance:

99.5% uptime for critical business applications during business hours
Maximum 4-hour response time for urgent communications
24-hour response time for standard business inquiries
Scheduled maintenance windows with advance notification

Deliverable Quality and Timeline Standards:

Adherence to agreed project milestones and delivery dates
Quality review and approval processes for all deliverables
Revision and refinement procedures within scope parameters
Escalation processes for timeline or quality concerns

16.3 External Factor Impact and Performance Variables

Performance optimization depends on various external factors:

Market conditions and competitive landscape dynamics
Consumer behavior patterns and preference changes
Technology platform updates and algorithm modifications
Regulatory changes affecting marketing practices and requirements
Economic conditions and industry-specific trends

16.4 Subscriber Collaboration Impact on Performance

Optimal outcomes require effective Subscriber collaboration:

Timely provision of necessary information and resources
Prompt feedback and approval processes within agreed timeframes
Access to key stakeholders and decision-makers
Internal change management and organizational alignment
Strategic goal clarity and performance expectation communication

17. INTERNATIONAL OPERATIONS AND COMPLIANCE

17.1 Global Service Delivery Capabilities

Valiant provides comprehensive international marketing services through:

Direct operations in key global markets
Strategic partnerships and affiliate networks
Local market expertise and cultural adaptation capabilities
Multilingual creative development and campaign management

17.2 Regional Compliance and Regulatory Adherence

Advertising and Marketing Compliance:

Local advertising standards and content regulations
Cultural sensitivity and appropriate messaging frameworks
Language localization and translation quality assurance
Regional platform policies and guideline compliance

Data Protection and Privacy Compliance:

Jurisdiction-specific privacy law adherence
Cross-border data transfer compliance and protection mechanisms
Local data residency requirements where applicable
Regional consent management and rights fulfillment procedures

17.3 International Business Operations

Legal and Tax Considerations:

Local business registration and licensing requirements
International tax obligations and transfer pricing compliance
Import/export restrictions for creative materials and technology
Currency exchange management and international payment processing

Operational Excellence:

Time zone coordination and communication protocols
Local market research and competitive intelligence
Regional vendor relationships and supply chain management
Cultural training and sensitivity programs for international teams

17.4 Cross-Border Risk Management

Political and economic risk assessment and mitigation
Regulatory change monitoring and compliance adaptation
International insurance coverage and legal protection
Dispute resolution mechanisms for international engagements

18. SERVICE TERMINATION AND TRANSITION PROCEDURES

18.1 Comprehensive Termination Framework

Order Forms may conclude through various mechanisms:

Natural Expiration:

Completion of fixed-term agreements with all deliverables fulfilled
Project conclusion with final deliverable approval and acceptance
Renewal negotiations and transition planning for ongoing relationships

Early Termination Conditions:

Material breach with cure period (typically 21 days)
Non-payment exceeding 30 days despite notice and cure opportunities
Insolvency, bankruptcy, or financial inability to continue obligations
Mutual agreement with negotiated terms and transition planning

18.2 Grace Period and Early Engagement Protection

Most service agreements include initial grace periods (7-14 days) allowing termination with minimal financial impact:

Subscriber-initiated termination: Payment only for services rendered during grace period
Company-initiated termination: Refund of prepaid amounts for unrendered services
Mutual evaluation of working relationship and expectation alignment
Transition to binding commitment following grace period expiration

18.3 Financial Obligations Upon Termination

Payment responsibilities vary based on termination circumstances:

Subscriber Breach Termination:

Full remaining compensation immediately due and payable
Reimbursement for all approved expenses and third-party costs
Collection costs and legal fees if enforcement action required

Company Breach Termination:

Payment only for services satisfactorily rendered prior to termination
Refund of prepaid amounts for future services not yet provided
Potential damages for Subscriber costs incurred due to service disruption

Mutual Termination:

Negotiated payment terms documented in formal termination agreement
Equitable allocation of costs and transition expenses
Collaborative approach to minimize disruption and cost impact

18.4 Connected Platforms

On termination or non-renewal of the Subscription, the procedures in Sections 11A.7 (Provisioned Accounts), 11A.9 (Revocation, Platform Suspension, and Subscriber Suspension), and 11A.11 (Termination, Disconnect, and Migration Window) apply and govern with respect to all Linked Accounts. To the extent of any conflict between Section 18 and Section 11A, Section 11A controls with respect to Linked Accounts.

19. DISPUTE RESOLUTION AND GOVERNING LAW

19.1 Governing Law and Jurisdiction Framework

These Terms and all service relationships are governed exclusively by Delaware state law:

Delaware General Corporation Law provides corporate governance framework
Delaware commercial law governs contractual interpretation and enforcement
Federal regulations apply for interstate commerce and international transactions
Delaware courts maintain exclusive jurisdiction for all legal proceedings

19.2 Mandatory Multi-Step Dispute Resolution Process

All disputes must follow this structured escalation procedure:

Step 1: Direct Executive Negotiation (30 days)

Senior executives from both parties engage in good faith discussions
Written documentation of issues, proposed solutions, and negotiation progress
Mediation by internal legal counsel and business development teams
Focus on business relationship preservation and mutual benefit optimization

Step 2: Professional Mediation (60 days)

Neutral mediator selection from American Arbitration Association (AAA) panel
Mediation conducted in Delaware or mutually agreed location
Cost sharing equally between parties for mediator fees and expenses
Confidential process with non-binding recommendations and guidance

Step 3: Binding Arbitration (Final Resolution)

AAA Commercial Arbitration Rules govern all proceedings
Single arbitrator for disputes under $1,000,000; three-arbitrator panel for larger disputes
Arbitration conducted in Delaware with English as proceedings language
Limited discovery focused on essential document production and key witness depositions
Final award binding and enforceable in any court of competent jurisdiction

19.3 Emergency Relief and Injunctive Remedies

Notwithstanding arbitration requirements, either party may seek immediate court intervention for:

Intellectual property infringement claims requiring urgent protection
Confidentiality breaches demanding immediate cessation
Payment enforcement and collection actions
Preliminary injunctions to preserve status quo pending arbitration

19.4 Legal Fees and Cost Recovery

Prevailing Party Compensation:

Reasonable attorneys' fees and legal costs recovery
Expert witness fees and litigation expenses reimbursement
Administrative fees, filing costs, and arbitration expenses
Post-judgment collection costs and accrued interest

Fee Shifting and Deterrent Effects:

Frivolous claim penalties and bad faith litigation sanctions
Early settlement incentives and cost-conscious dispute resolution
Proportional cost allocation based on claim success percentages

19.5 Class Action and Jury Trial Waivers

Both parties waive rights to:

Participate in class action lawsuits or representative proceedings
Demand jury trials for any disputes arising under these Terms
Pursue punitive or exemplary damages except where specifically allowed by law
Appeal arbitration awards except for limited statutory grounds

20. FORCE MAJEURE AND BUSINESS CONTINUITY

20.1 Comprehensive Force Majeure Framework

Neither party bears liability for performance delays or failures due to extraordinary circumstances beyond reasonable control:

Natural Disasters and Environmental Events:

Hurricanes, earthquakes, floods, and other natural catastrophes
Extreme weather conditions affecting normal business operations
Environmental emergencies and public health crises
Pandemics and widespread health emergencies

Human-Caused Disruptions:

Acts of terrorism, war, or civil unrest
Labor strikes, workforce disruptions, and supply chain interruptions
Cyber attacks on critical infrastructure or technology platforms
Government regulations, sanctions, or policy changes restricting operations

Technology and Infrastructure Failures:

Major internet or telecommunications infrastructure failures
Power grid disruptions and utility service interruptions
Data center outages and cloud service provider failures
Critical software platform outages affecting service delivery capabilities

20.2 Force Majeure Response Procedures

Upon occurrence of qualifying events:

Immediate Notification: Written notice within 48 hours of event occurrence or knowledge
Impact Assessment: Detailed analysis of service delivery impact and expected duration
Mitigation Efforts: Reasonable attempts to minimize disruption and maintain service continuity
Regular Updates: Weekly status reports during ongoing force majeure conditions

20.3 Business Continuity and Disaster Recovery

Valiant maintains comprehensive continuity planning including:

Technology Infrastructure Resilience:

Redundant data centers and cloud service provider arrangements
Automated backup systems and disaster recovery procedures
Alternative internet connectivity and telecommunications options
Remote work capabilities and distributed team operations

Operational Continuity Measures:

Alternative vendor relationships and supply chain diversification
Cross-trained personnel and flexible resource allocation
Emergency communication protocols and crisis management procedures
Subscriber notification systems and expectation management processes

Service Delivery Adaptation:

Remote service delivery capabilities and virtual collaboration tools
Modified service delivery methods during disruption periods
Priority Subscriber identification and resource allocation during recovery
Accelerated service restoration procedures following disruption resolution

20.4 Extended Force Majeure and Agreement Termination

If force majeure conditions persist beyond 90 days:

Either party may terminate affected services with written notice
Proportional fee adjustments for services not delivered during affected period
Transition assistance and alternative service arrangement coordination
Mutual cooperation in minimizing ongoing business impact

21. GENERAL PROVISIONS AND LEGAL FRAMEWORK

21.1 Entire Agreement and Document Integration

These Terms, together with executed service agreements, statements of work, and related schedules, constitute the complete agreement between the parties:

Supersedes all prior negotiations, discussions, and agreements
Integration of all material terms and conditions
Written modification requirements for all changes
Parol evidence rule application for interpretation disputes

21.2 Amendment and Modification Procedures

Formal Amendment Requirements:

Written documentation required for all material changes
Authorized representative signatures from both parties
Senior management approval for significant modifications
Effective date specification and stakeholder communication

Minor Administrative Changes:

Contact information updates and administrative corrections
Billing address modifications and payment method changes
Designated representative changes and communication preferences

21.3 Severability and Enforceability Protection

Invalid Provision Handling:

Court determination of invalidity affects only specific provisions
Remaining terms continue in full force and effect
Modification of invalid provisions to minimum extent necessary for enforceability
Original intent preservation through judicial or mutual modification

Blue Pencil Doctrine Application:

Reasonable modification of overly broad restrictive covenants
Geographic and temporal limitation adjustments where appropriate
Scope reduction to maximum enforceable extent under applicable law

21.4 Assignment and Transfer Rights

Valiant Assignment Rights:

Assignment to parent company Juiced IO Inc without Subscriber consent
Assignment to successors and acquirers in connection with business transfers
Assignment to affiliates and subsidiaries for operational efficiency
Subcontracting rights with equivalent obligation maintenance

Subscriber Assignment Restrictions:

Prior written consent required for Subscriber assignment or transfer
Financial capability assessment and strategic fit evaluation
Potential contract repricing or term modification upon assignment
Due diligence and transition planning coordination requirements

21.5 Survival of Provisions

The following provisions continue indefinitely beyond agreement termination:

Confidentiality and Trade Secret Protection (Section 8)
Intellectual Property Rights and Restrictions (Section 7)
Indemnification Obligations and Legal Protection (Section 15)
Limitation of Liability and Risk Management (Section 14)
Dispute Resolution and Governing Law (Section 19)
Payment Obligations and Financial Responsibilities

21.6 Notice Requirements and Communication Procedures

Formal Legal Notices:

Certified mail with return receipt requested to registered business addresses
Recognized overnight courier services with delivery confirmation
Email delivery to designated legal contacts with read receipts
Electronic signature platform delivery for contract modifications

Business Communications:

Email correspondence to designated project contacts
Subscriber portal messaging and notification systems
Project management platform communications and status updates
Scheduled meetings and conference calls for strategic discussions

21.7 Relationship Definition and Independent Contractor Status

Independent Contractor Relationship:

No partnership, joint venture, or employment relationship creation
Independent business operations with separate legal identities
No authority to bind the other party or create obligations
Separate tax obligations and employment law compliance

Professional Service Provider Framework:

Expertise-based service delivery with professional judgment application
Industry standard practices and ethical obligation adherence
Quality assurance and professional development commitment
Subscriber collaboration while maintaining operational independence

21.8 Waiver and Enforcement Rights

Waiver Limitations:

Explicit written waiver required for provision enforcement forgiveness
Course of dealing does not create implied waivers or modifications
Partial enforcement does not waive rights to full compliance
Future enforcement rights preserved despite temporary non-enforcement

Enforcement and Remedy Preservation:

Cumulative remedies with election of most appropriate enforcement mechanism
Specific performance availability for unique service obligations
Monetary damages calculation and mitigation requirements
Equitable relief for confidentiality and intellectual property protection

CONTACT INFORMATION AND LEGAL NOTICES

For all inquiries regarding these Terms, service agreements, legal matters, or business development opportunities, please contact:

Valiant Business Services LLC
Legal and Compliance Department
16192 Coastal Highway
Lewes, DE 19958
United States of America

Parent Company:
Juiced IO Inc

Primary Contacts:

Legal Inquiries: legal@valiant.biz
General Business: (302) 212-4282
Business Development: Benjamin Hall - ben.hall@valiant.biz

Notice Requirements:All legal notices, contract modifications, and formal communications must be delivered via certified mail or recognized courier service to the address above, with concurrent email delivery to legal@valiant.biz for expedited processing.

Business Hours: Monday through Friday, 9:00 AM to 6:00 PM Eastern Standard Time, excluding federal holidays recognized in the United States.

ACKNOWLEDGMENT OF AGREEMENT

By engaging Valiant's services, accessing our digital platforms, or executing service agreements, you acknowledge that you have read, understood, and agree to be legally bound by these comprehensive Terms of Service. These Terms represent the complete understanding between the parties regarding the matters addressed herein and supersede all prior agreements, representations, and understandings.

These Terms are effective as of September 3, 2025, and remain in effect until modified in accordance with the procedures outlined herein.

This document contains confidential and proprietary information of Valiant Business Services LLC and Juiced IO Inc. Unauthorized distribution or reproduction is strictly prohibited.

Terms of Service

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