Terms & Conditions

**Last Updated and Effective as of:** July 7, 2026

These Terms and Conditions (the "Agreement" or "Terms") constitute a legally binding agreement by and between GROWTH MARSHAL, LLC, a New York limited liability company doing business as Marshal ("Marshal," "we," "us," or "our"), and the client, whether personally or on behalf of an entity ("Client," "you," or "your"), regarding Client’s access to and use of Marshal’s website, services, deliverables, managed systems, agent systems, and related offerings.

Marshal provides Managed AI Ops services. These services may include AI visibility work inside answer engines, Generative Engine Optimization ("GEO"), AI agent systems, workflow automation, customer support workflows, sales workflows, operations workflows, business development support, outbound support, lead research, enrichment, CRM workflows, reporting systems, strategic consulting, implementation, monitoring, maintenance, and related services.

By purchasing, subscribing to, accessing, or using Marshal’s services, completing checkout, signing an order form, accepting a proposal, approving a statement of work, clicking to accept these Terms, paying an invoice, participating in an evaluation or pilot, authorizing access to Client Systems, or otherwise engaging Marshal to provide services, Client agrees to be bound by these Terms.

If Client does not agree to these Terms, Client must not purchase, access, authorize, or use the services.

## 1. Definitions

For purposes of these Terms:

"AI Agent System" means any AI-assisted, automated, semi-automated, or agentic system, workflow, process, configuration, orchestration, prompt chain, integration, tool call, approval flow, exception queue, reporting flow, or related system built, deployed, operated, monitored, or supported by Marshal for Client.

"Agreement" means these Terms, together with any applicable order page, order form, proposal, statement of work, invoice, onboarding confirmation, service description, data processing agreement, or other written agreement between the parties.

"Client Data" means information, data, content, records, materials, credentials, files, systems access, customer information, prospect information, lead information, business information, and other materials provided by Client or accessed by Marshal on Client’s behalf in connection with the Services.

"Client Materials" means Client’s pre-existing websites, trademarks, logos, content, data, materials, records, business information, and other intellectual property provided to Marshal or accessed by Marshal in connection with the Services.

"Client Systems" means Client’s websites, software, accounts, tools, platforms, databases, CRMs, analytics accounts, email systems, calendar systems, communication platforms, project management tools, workflow tools, APIs, infrastructure, customer support systems, CMS platforms, hosting accounts, payment systems, or other systems.

"Deliverables" means final work product created specifically for Client and expressly identified as a deliverable in the applicable engagement. Deliverables exclude Marshal Materials unless expressly stated otherwise in writing.

"Evaluation" or "Pilot" means any proof-before-payment, unpaid, discounted, experimental, trial, pilot, evaluation, test, prototype, proof of concept, proof of value, or similar pre-subscription engagement.

"Marshal Materials" means Marshal’s pre-existing and independently developed methods, frameworks, prompts, prompt chains, templates, workflows, systems, schemas, code, software, documentation, tools, automations, agents, connectors, configurations, playbooks, designs, strategy frameworks, evaluation methods, security patterns, operational methods, know-how, processes, and other intellectual property.

"Managed AI Ops" means AI agents and related systems that get designed, deployed, operated, monitored, and maintained for Client as a service.

"Order Page" means any online checkout page, subscription page, payment page, or order confirmation used by Marshal to sell Services.

"Services" means all services provided by Marshal, including Managed AI Ops, AI agent systems, GEO, answer engine visibility work, structured data work, workflow automation, outbound support, lead research, enrichment, business development support, customer support workflows, operations workflows, consulting, implementation, reporting, optimization, monitoring, maintenance, and related services.

"Third-Party Platforms" means third-party services, systems, platforms, models, tools, websites, APIs, search engines, large language models, advertising platforms, CRMs, email providers, hosting providers, analytics providers, directories, data sources, enrichment providers, payment processors, scheduling tools, and other third-party technologies or services.

## 2. Online Formation, Click-Accept, and Records

Client may agree to these Terms by completing checkout, clicking to accept these Terms, signing an order form, approving a proposal, paying an invoice, accessing the Services, participating in an Evaluation or Pilot, authorizing access to Client Systems, or otherwise indicating acceptance.

Marshal may retain electronic records of acceptance, including timestamps, IP addresses, order records, payment records, onboarding emails, access authorization records, and the Terms version in effect at the time of acceptance. Client agrees that such electronic records are sufficient to evidence assent.

Client consents to receive electronic communications from Marshal and agrees that agreements, notices, disclosures, records, invoices, policies, and other communications sent electronically satisfy any legal requirement that such communications be in writing.

## 3. Services

Marshal will provide the Services described in the applicable Order Page, proposal, statement of work, invoice, service description, onboarding confirmation, or other written agreement.

The scope, timing, pricing, deliverables, platforms, access requirements, responsibilities, approval gates, pilot criteria, and support obligations for a specific engagement may be described in a separate statement of work, proposal, onboarding confirmation, or written communication. If there is a conflict between these Terms and a signed written agreement, the signed written agreement controls only for the specific conflict.

Marshal may determine the method, sequence, tools, vendors, systems, frameworks, personnel, and technical architecture used to perform the Services, unless otherwise expressly agreed in writing.

The Services are provided on a best-effort, professional-services and managed-services basis. Marshal does not guarantee any particular ranking, citation, inclusion, traffic level, lead volume, conversion rate, revenue level, cost savings, operational outcome, AI response, model output, platform behavior, or business result.

## 4. Website Use

Marshal’s website is provided for informational and business use. Website content may describe available services, general capabilities, pricing concepts, examples, case studies, research, or resources.

Website content does not create a binding service commitment unless incorporated into a signed written agreement, accepted Order Page, paid order, statement of work, or other written agreement between the parties.

Client must not use the website or Services to interfere with Marshal’s systems, scrape in an abusive manner, attempt unauthorized access, introduce malware, violate law, or infringe the rights of others.

## 5. Managed AI Ops Services

Marshal’s Managed AI Ops services may include:

- AI agent systems
- Sales, customer support, operations, onboarding, reporting, or administrative workflows
- Lead capture, qualification, routing, booking, and follow-up systems
- Revenue generation, prospect identification, account research, personalization, and outbound support systems
- Operational throughput, data sync, intake, reporting, and decision support systems
- GEO and answer engine visibility work
- Structured data, schema, entity, and knowledge graph work
- Public profile, directory, citation, and authority distribution work
- Workflow automation and integration work
- CRM, email, calendar, customer support, and business software workflows
- Drafting, classifying, routing, triggering, or sending communications if authorized
- Strategic consulting, implementation, monitoring, and maintenance

Client acknowledges that Managed AI Ops may involve experimental, evolving, probabilistic, or third-party-dependent technologies, including large language models, automation tools, third-party APIs, data providers, and platforms outside Marshal’s control.

## 6. Proof-Before-Payment Pilots and Evaluations

Marshal may offer a proof-before-payment Pilot, Evaluation, or similar risk-reversal engagement only when expressly stated in writing.

If Marshal agrees in writing to provide a proof-before-payment Pilot or Evaluation, the written engagement terms will define the scope, target outcome, pilot duration, success criteria, required access, approval requirements, and conversion terms. If those terms refer to a 45-day pilot, the pilot period begins when Marshal notifies Client that the relevant system is ready for evaluation or when the parties otherwise agree in writing.

Unless expressly agreed otherwise in writing:

- Client owes no service fee for the unpaid Pilot or Evaluation itself.
- Client remains responsible for approved pass-through costs, third-party platform fees, subscriptions, usage fees, or expenses if Client authorizes them in writing.
- Client must provide timely access, information, approvals, feedback, and cooperation.
- Client may use pilot systems and outputs only to evaluate the Services during the pilot period.
- Marshal retains all rights in Marshal Materials, pilot systems, agent systems, configurations, workflows, prompts, code, tools, and underlying methods.
- Client receives no ownership of pilot systems, agent systems, Marshal Materials, or underlying configurations unless expressly agreed in writing.
- If Client does not enter into a paid engagement, Marshal may disable, remove, revoke, or stop operating pilot systems and related access.
- Client may not continue using, copying, recreating, publishing, distributing, commercializing, or benefiting from pilot systems, configurations, workflows, prompts, code, or Marshal Materials after the pilot ends unless expressly authorized in writing.

Proof-before-payment is not outcome pricing. It does not guarantee any business result, and it does not require Marshal to continue providing Services after a pilot unless the parties enter into a paid engagement or otherwise agree in writing.

## 7. AI Agent Systems, Automation, and Human Approval

If Marshal builds, operates, maintains, monitors, or supports AI Agent Systems, workflow automations, or AI-assisted systems for Client, Client authorizes Marshal to configure, deploy, operate, monitor, test, modify, and troubleshoot such systems as reasonably necessary to provide the Services.

Depending on the engagement, AI Agent Systems may:

- Process Client Data
- Access Client-authorized systems
- Generate drafts, summaries, classifications, recommendations, or outputs
- Update CRM records or other business systems
- Route information to team members or tools
- Trigger tasks, alerts, notifications, reports, or workflows
- Draft or send communications when authorized
- Interact with Third-Party Platforms
- Use large language models or other AI systems
- Maintain approval records, logs, exceptions, and operational events

Client acknowledges that AI-generated outputs may be incomplete, inaccurate, outdated, misleading, biased, or inappropriate. Client is responsible for reviewing, approving, supervising, and validating outputs where appropriate, especially before using outputs for legal, financial, medical, employment, regulated, high-impact, or customer-facing decisions.

Where an engagement includes approval gates, exception queues, review workflows, or human-in-the-loop controls, Client is responsible for staffing, responding to, and honoring those controls unless otherwise expressly agreed in writing.

Unless expressly agreed in writing, Marshal is not responsible for Client’s use of AI outputs, automated decisions, customer communications, employment decisions, regulated decisions, professional advice, or other actions taken based on AI-generated or automation-generated output.

## 8. Authorized Access to Client Systems

Client grants Marshal a non-exclusive, revocable, limited license and authorization to access, use, connect to, configure, modify, publish to, integrate with, and process information in Client Systems as reasonably necessary to provide the Services.

Client may authorize access to systems including websites, CMS platforms, hosting accounts, analytics tools, DNS, tag managers, CRMs, email platforms, calendars, communication platforms, workflow tools, databases, APIs, advertising platforms, payment platforms, customer support systems, enrichment tools, and other business systems.

Where reasonably practical, Marshal may use OAuth, API keys, service accounts, scoped permissions, role-based access, webhooks, secrets management, application passwords, or other limited-access methods rather than shared passwords.

Client is responsible for:

- Ensuring it has the right to authorize Marshal’s access
- Providing timely, accurate, and sufficient access
- Configuring appropriate permissions
- Maintaining security of Client Systems
- Revoking access when access is no longer required
- Ensuring Client Systems and Client Data comply with applicable laws, contracts, policies, and platform rules
- Maintaining backups and internal controls for Client Systems

Marshal may be unable to perform some or all Services if Client fails to provide necessary access, permissions, information, approvals, or cooperation.

## 9. Credential Handling and Access Secrets

If Client provides or authorizes access credentials, API keys, OAuth tokens, service account credentials, application passwords, webhook secrets, or similar access information, Client authorizes Marshal to use that access information solely as reasonably necessary to provide the Services.

Marshal will use reasonable safeguards designed to protect access credentials and secrets. Where reasonably practical, Marshal will use limited-scope credentials, service accounts, API keys, OAuth permissions, or similar access methods and avoid placing secrets in prompts, public repositories, client-facing documents, or unnecessary logs.

Client remains responsible for access permissions inside Client Systems, credential rotation, account ownership, revocation, and monitoring of Client-controlled accounts unless expressly agreed otherwise in writing.

## 10. Client Responsibilities

Client is responsible for:

- Providing accurate, complete, and lawful information
- Reviewing and approving materials where approval is requested
- Maintaining appropriate access controls in Client Systems
- Ensuring Client has rights to all Client Data, content, trademarks, logos, materials, and systems access provided to Marshal
- Ensuring Client’s privacy notices, consents, contracts, and internal policies permit the Services
- Ensuring Client’s use of the Services complies with applicable laws, regulations, industry rules, platform terms, and third-party rights
- Maintaining appropriate licenses for Client’s own tools and platforms
- Responding promptly to requests for information, access, approvals, or feedback
- Securing its own accounts, credentials, systems, devices, and personnel access
- Maintaining backups of Client Systems and Client Data
- Complying with laws applicable to marketing, email, SMS, outbound, telemarketing, lead generation, privacy, data protection, consumer protection, employment, healthcare, financial services, legal services, education, children’s data, and other regulated activities

Client is solely responsible for decisions, actions, omissions, campaigns, communications, approvals, and business outcomes resulting from Client’s use of the Services.

## 11. Client Data and Privacy

Client Data is governed by Marshal’s Privacy Policy, which is incorporated into these Terms by reference.

Client represents and warrants that it has all necessary rights, consents, notices, permissions, and legal bases to provide Client Data to Marshal or authorize Marshal to access Client Data.

Client is responsible for ensuring that individuals whose information may be processed in connection with the Services receive any legally required notices and that Client has obtained any legally required consents or authorizations.

Marshal will process Client Data as reasonably necessary to provide the Services, maintain security, troubleshoot issues, comply with legal obligations, enforce agreements, and as otherwise described in the Privacy Policy or applicable written agreement.

If an engagement requires a data processing agreement, business associate agreement, special security addendum, or other privacy-specific terms, those terms must be agreed in writing before Marshal is required to process data subject to those terms.

## 12. AI Model Training and Service Improvement

Marshal does not use Client Data to train artificial intelligence models unless expressly agreed otherwise in writing.

Marshal may use learnings, know-how, configurations, generalized patterns, templates, workflows, technical approaches, performance insights, de-identified information, or aggregated information to improve its services, provided that Marshal does not disclose Client Data or use it to identify Client, Client’s customers, or Client’s confidential business information.

Client acknowledges that third-party AI providers may process information as service providers, subprocessors, or technology vendors in connection with the Services, subject to the applicable provider’s terms, configurations, and restrictions.

## 13. Sensitive and Regulated Information

Client must not provide sensitive, regulated, or highly confidential information unless it is necessary for the Services, authorized by Client, and addressed in the applicable written agreement.

Sensitive or regulated information may include health information, financial account information, government identification numbers, children’s information, student information, biometric information, precise geolocation, protected legal information, employment records, criminal history, consumer reports, payment card information, private keys, secrets, or other information subject to heightened legal protection.

If Client operates in a regulated industry, including healthcare, legal, financial services, insurance, employment, education, children’s services, or similar sectors, Client is responsible for notifying Marshal before providing regulated data or authorizing access to systems containing regulated data.

Unless expressly agreed in writing, Marshal does not act as a HIPAA business associate, financial institution service provider, law firm, legal professional, employment decision-maker, consumer reporting agency, insurance professional, education records processor, or regulated professional services provider.

## 14. Outbound, Lead Generation, and Communications

If Client engages Marshal for outbound support, business development support, prospect research, lead enrichment, email drafting, communication workflows, customer support workflows, or similar Services, Client is responsible for ensuring that all outreach, prospecting, messaging, unsubscribe handling, consent practices, data sourcing, customer communications, and campaign activities comply with applicable laws and platform requirements.

Marshal may assist with research, enrichment, draft generation, lead qualification, CRM updates, reply routing, support routing, and communication workflows. However, Client remains responsible for final business decisions, campaign approvals, target selection, messaging, claims, compliance, and use of any resulting leads, contacts, replies, or communications.

If Client authorizes automated or AI-assisted communications, Client acknowledges that communications may be triggered, drafted, routed, scheduled, or sent through automation. Client is responsible for supervising such systems and ensuring that communications are accurate, lawful, non-deceptive, properly authorized, and consistent with Client’s customer commitments.

## 15. GEO and Public-Facing Work

If Marshal provides GEO, answer engine visibility, entity optimization, structured data, public profile, directory, authority distribution, content, or related Services, Client authorizes Marshal to create, edit, publish, submit, distribute, or update public-facing business information as reasonably necessary to perform the Services.

This may include website content, structured data, schema, public profiles, directories, review platforms, business listings, third-party mentions, public databases, knowledge graph materials, case studies, citations, public biographies, public company descriptions, and other materials designed to improve discoverability, entity consistency, authority, or AI search visibility.

Client represents and warrants that all information provided for public-facing use is accurate, lawful, authorized, non-infringing, not confidential unless intended for publication, and does not violate any third-party rights.

Marshal does not control how search engines, AI systems, directories, LLMs, third-party publishers, or other platforms crawl, index, retrieve, display, modify, summarize, cite, rank, suppress, reject, remove, or use public-facing information.

## 16. Third-Party Platforms

The Services may depend on or interact with Third-Party Platforms. Marshal does not control Third-Party Platforms and is not responsible for their availability, security, performance, policies, outputs, pricing, data practices, uptime, accuracy, indexing, ranking, citations, model behavior, API behavior, deliverability, account status, or changes.

Client is responsible for maintaining accounts, licenses, subscriptions, permissions, and compliance with Third-Party Platform terms unless otherwise agreed in writing.

Marshal is not liable for delays, failures, losses, errors, interruptions, suspensions, penalties, takedowns, account restrictions, algorithm changes, API changes, model changes, rate limits, moderation decisions, or other issues caused by or related to Third-Party Platforms.

## 17. Fees, Billing, and Payment

Client shall pay all fees described in the applicable Order Page, proposal, statement of work, invoice, subscription plan, or written agreement.

Unless otherwise stated:

- Fees are due in advance.
- Subscription fees renew automatically at the applicable interval.
- Marshal may charge the payment method provided by Client for recurring fees, usage-based fees, approved expenses, pass-through costs, and other amounts owed.
- Client authorizes Marshal and its payment processors, including Stripe, Chargebee, or similar providers, to process payments.
- Fees are non-refundable except as expressly stated in writing.
- Client is responsible for applicable taxes, unless Marshal is legally required to collect them.
- Late payments may result in suspension or termination of Services.

If Client disputes an invoice, Client must notify Marshal in writing within ten (10) days of the invoice date and describe the basis for the dispute. Undisputed amounts remain due.

Marshal may update fees for future renewal terms by providing notice before the updated fees take effect.

## 18. Subscription Renewal and Cancellation

If Client purchases a subscription plan, the subscription renews automatically at the applicable interval unless cancelled in accordance with these Terms or the applicable Order Page.

Client may cancel a subscription by providing written notice at least fifteen (15) days before the next renewal date, unless a different cancellation period is stated in the applicable written agreement.

Cancellation stops future renewals but does not entitle Client to a refund for elapsed terms, completed work, committed resources, setup work, implementation work, monitoring work, support work, or partially used periods unless expressly agreed in writing.

## 19. Term, Suspension, and Termination

These Terms remain in effect while Client uses, evaluates, authorizes, accesses, or receives the Services.

Either party may terminate an engagement as provided in the applicable Order Page, statement of work, proposal, or written agreement.

Marshal may suspend or terminate Services immediately if:

- Client fails to pay amounts owed
- Client breaches these Terms
- Client fails to provide required access, information, approvals, or cooperation
- Client uses the Services unlawfully, deceptively, or abusively
- Client’s use creates legal, security, reputational, operational, platform, or business risk
- Client violates third-party rights or platform rules
- Continued performance would be impractical, unsafe, unlawful, or commercially unreasonable

If either party believes the other party has materially breached these Terms, the non-breaching party may provide written notice describing the breach. The breaching party will have thirty (30) days to cure the breach if the breach is capable of cure. If the breach is not cured within that period, the non-breaching party may terminate the applicable engagement.

Upon termination, Marshal may stop providing Services, disable managed systems, revoke access to Marshal-controlled systems, remove integrations controlled by Marshal, and take reasonable steps to preserve or delete Client Data in accordance with the Privacy Policy and applicable written agreement.

Sections intended to survive termination survive, including payment obligations, intellectual property, confidentiality, privacy, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous provisions.

## 20. Refunds

Fees are non-refundable unless expressly stated in writing.

Marshal may, in its sole discretion, provide a credit, partial refund, re-performance, or other accommodation. Providing any such accommodation does not create an obligation to provide similar accommodations in the future.

If Client receives a refund for Services during the first month of an engagement, Client may not use, publish, deploy, distribute, or benefit from work product created by Marshal during that refunded period unless Marshal expressly permits such use in writing.

## 21. Intellectual Property

### 21.1 Client Materials

As between the parties, Client retains ownership of Client’s pre-existing websites, trademarks, logos, content, data, materials, and other intellectual property.

Client grants Marshal a non-exclusive, worldwide, royalty-free, sublicensable, revocable license to access, use, reproduce, modify, create derivative works from, publish, display, distribute, and otherwise use Client Materials as reasonably necessary to provide the Services, create Deliverables, operate integrations, perform public-facing work, and exercise rights under these Terms.

### 21.2 Deliverables

Subject to full payment of all amounts owed, Marshal assigns to Client Marshal’s rights, if any, in final Deliverables created specifically for Client under the applicable engagement, excluding Marshal Materials, third-party materials, open-source materials, tools, frameworks, prompts, prompt chains, templates, code libraries, systems, methods, and know-how.

If a Deliverable consists of public-facing content, schema, structured data, website copy, public profiles, reports, or similar client-specific materials, Client may use that Deliverable for its internal business purposes and public business use after full payment, subject to any third-party restrictions and the applicable written agreement.

### 21.3 Managed Agent Systems

Unless expressly agreed otherwise in writing, AI Agent Systems, automations, orchestrations, prompt chains, workflow configurations, internal evaluation methods, monitoring systems, software, dashboards, scripts, connectors, deployment methods, and operating procedures are Marshal Materials, not assigned Deliverables.

During an active paid engagement, Client receives a limited, non-exclusive, non-transferable, non-sublicensable right to use the applicable managed system solely for Client’s internal business purposes and only in the manner authorized by Marshal.

Client may not copy, extract, reverse engineer, recreate, resell, sublicense, publish, or use Marshal Materials to build a competing service or bypass Marshal’s managed service.

### 21.4 Marshal Materials

Marshal retains all rights, title, and interest in Marshal Materials. No rights are transferred to Client except as expressly stated in these Terms or a written agreement.

Client receives a limited, non-exclusive, non-transferable license to use Marshal Materials incorporated into Deliverables solely as necessary to use the Deliverables for Client’s internal business purposes or public website/business use, as applicable and subject to these Terms.

### 21.5 Feedback

If Client provides suggestions, comments, ideas, requests, or other feedback regarding the Services, Marshal may use such feedback without restriction or compensation, provided Marshal does not disclose Client Confidential Information.

## 22. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that a reasonable person would understand to be confidential, including business plans, technical information, customer information, pricing, credentials, systems access, strategy, financial information, trade secrets, and non-public Client Data.

The receiving party will use Confidential Information only to perform or receive the Services, protect Confidential Information using reasonable care, and not disclose Confidential Information except to personnel, contractors, vendors, advisors, or service providers who need to know it and are bound by confidentiality obligations or professional duties.

Confidential Information does not include information that is publicly available without breach, already known without restriction, independently developed without use of Confidential Information, or lawfully received from a third party without restriction.

The receiving party may disclose Confidential Information if required by law, legal process, or government request, provided it gives notice where legally permitted.

## 23. Portfolio, Publicity, and Results

Unless Client opts out in writing or the applicable written agreement says otherwise, Client authorizes Marshal to use Client’s name, logo, trademarks, non-confidential project descriptions, non-confidential results, testimonials, public-facing work, and related materials for marketing, sales, website, proposal, case study, white paper, social proof, and publicity purposes.

Upon written opt-out, Marshal will stop new marketing uses and, within a reasonable time, remove or edit readily controllable public references on Marshal-owned channels.

Marshal will not intentionally disclose Client Confidential Information in public marketing materials unless authorized.

If Client provides brand guidelines, Marshal will make commercially reasonable efforts to follow them.

## 24. Marketing Attribution Link

Unless Client opts out in writing or the applicable written agreement says otherwise, Client authorizes Marshal to insert and maintain a discrete marketing attribution link or credit in Client’s website footer or other agreed location, pointing to Marshal’s website.

Example attribution: `<ai.configured: "marshal"/>`

If Client opts out in writing, Marshal will remove the attribution within a reasonable time from systems Marshal controls or can reasonably access.

## 25. Prohibited Uses

Client must not use the Services to:

- Violate any law, regulation, contract, platform rule, or third-party right
- Send unlawful spam, deceptive communications, or unauthorized messages
- Engage in fraud, deception, impersonation, phishing, malware, scraping abuse, credential theft, or security attacks
- Generate, publish, or distribute unlawful, defamatory, infringing, deceptive, harmful, or misleading content
- Process sensitive or regulated data without appropriate authorization and written agreement
- Use AI outputs for prohibited, unlawful, discriminatory, or high-impact decisions without appropriate human review and legal compliance
- Reverse engineer, copy, resell, sublicense, or compete with Marshal using Marshal Materials
- Interfere with Marshal’s systems, vendors, personnel, or other clients
- Misrepresent Marshal’s work, outputs, capabilities, or relationship with Client
- Use the Services in a way that creates unreasonable legal, security, reputational, operational, or commercial risk
- Violate export controls, sanctions, anti-bribery, anti-corruption, or similar legal requirements

Marshal may suspend or terminate Services if Marshal reasonably believes Client has violated this section.

## 26. Warranties and Disclaimers

The Services are provided on an "AS IS," "AS AVAILABLE," and "BEST EFFORT" basis.

To the fullest extent permitted by law, Marshal disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, completeness, reliability, timeliness, security, and results.

Marshal does not warrant that:

- The Services will be uninterrupted, error-free, secure, or available at all times
- Any AI output will be accurate, complete, lawful, appropriate, or fit for a specific purpose
- Any Third-Party Platform will behave in a particular way
- Client will achieve rankings, citations, LLM inclusion, indexing, traffic, leads, conversions, revenue, savings, efficiency, or other outcomes
- Any website, integration, workflow, agent, model, or automation will be free from bugs, downtime, interruptions, drift, hallucinations, unexpected behavior, or third-party failures

## 27. No Professional Advice

Marshal does not provide legal, financial, tax, medical, accounting, employment, insurance, investment, or other regulated professional advice.

Client should consult qualified professionals for advice in those areas. Client is responsible for decisions made based on the Services, deliverables, recommendations, outputs, automations, or reports.

## 28. Limitation of Liability

To the fullest extent permitted by law, Marshal and its owners, members, managers, officers, employees, contractors, agents, vendors, and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost business, lost opportunity, loss of goodwill, loss of data, business interruption, replacement services, or reputational harm, whether arising from contract, tort, negligence, strict liability, or any other theory, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Marshal’s total aggregate liability arising out of or relating to the Services or these Terms will not exceed the amounts paid by Client to Marshal for the Services giving rise to the claim during the three (3) months preceding the event giving rise to the claim.

For unpaid Pilots or Evaluations, Marshal’s total aggregate liability will not exceed one hundred dollars ($100) to the fullest extent permitted by law.

The limitations in this section apply to the maximum extent permitted by law and are essential to the bargain between the parties.

## 29. Indemnification

Client agrees to defend, indemnify, and hold harmless Marshal and its owners, members, managers, officers, employees, contractors, agents, vendors, and affiliates from and against any claims, demands, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

- Client’s use of the Services
- Client Data
- Client Systems
- Client’s breach of these Terms
- Client’s violation of law, regulation, contract, platform rule, or third-party right
- Client’s marketing, outbound, lead generation, sales, customer, support, or business activities
- Client’s use of AI outputs, automations, workflows, or recommendations
- Client’s public-facing claims, content, products, services, or representations
- Client’s failure to provide required notices, consents, authorizations, or legal bases
- Client’s regulated industry obligations
- Any allegation that Client Materials, Client Data, or Client instructions infringe, violate, or misappropriate third-party rights

Marshal reserves the right, at Client’s expense, to assume control of the defense of any matter subject to indemnification. Client agrees to cooperate with the defense of such claims.

## 30. Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, labor disputes, internet outages, cyberattacks, platform outages, vendor failures, governmental actions, war, terrorism, civil unrest, emergencies, power failures, changes in law, algorithm changes, model changes, search engine changes, API changes, or Third-Party Platform restrictions.

## 31. Modifications to Services or Terms

Marshal may modify, suspend, discontinue, or update the Services from time to time.

Marshal may update these Terms by posting an updated version on its website or otherwise notifying Client. Changes apply prospectively unless otherwise stated.

If Marshal makes material changes that meaningfully affect Client’s rights or obligations, Marshal will make commercially reasonable efforts to provide notice. Client’s continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.

Marshal will not use a retroactive change to these Terms or the Privacy Policy to grant itself materially broader rights to use Client Data for AI training without appropriate notice or written agreement.

## 32. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement below.

## 33. Dispute Resolution and Arbitration

### 33.1 Agreement to Arbitrate

Except as expressly stated below, Client and Marshal agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, the breach, termination, enforcement, interpretation, or validity of these Terms, or the relationship between the parties will be resolved by binding arbitration rather than in court.

Client and Marshal waive the right to a trial by jury and the right to participate in a class action, collective action, or representative action.

### 33.2 Exceptions

Either party may bring an action in small claims court if the claim qualifies.

Either party may seek injunctive or equitable relief in court for unauthorized use of intellectual property, misuse of Confidential Information, unauthorized access, security threats, nonpayment, or other urgent matters requiring immediate relief.

### 33.3 Arbitration Rules

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, except as modified by these Terms.

If there is a conflict between the AAA rules and these Terms, these Terms control to the extent permitted by law.

### 33.4 Location

Unless the parties agree otherwise, arbitration will take place in Rockland County, New York, remotely by video conference, or in another location required by the arbitrator or arbitration administrator.

### 33.5 Arbitrator

The arbitration will be conducted by a single neutral arbitrator selected under the applicable arbitration rules.

### 33.6 Fees

Each party will bear its own attorneys’ fees and costs unless the arbitrator determines otherwise under applicable law, the applicable arbitration rules, or these Terms.

### 33.7 Class Action Waiver

Client and Marshal agree that any arbitration will be conducted only in their individual capacities and not as a class, collective, consolidated, or representative action.

If this class action waiver is found unenforceable as to a particular claim, then that claim must proceed in court and not arbitration, unless otherwise required by law.

### 33.8 Survival

This arbitration agreement survives termination of the relationship between Client and Marshal.

## 34. Notices

Marshal may provide notices by email, website posting, invoice notice, account notice, or other reasonable electronic means.

Client may provide notices to Marshal by email at [support@runmarshal.com](mailto:support@runmarshal.com), with the subject line "Legal Notice," unless another notice method is required by a signed written agreement.

Privacy rights requests and privacy questions should be sent to [privacy@runmarshal.com](mailto:privacy@runmarshal.com).

Client is responsible for keeping contact and billing information current.

## 35. Assignment

Client may not assign or transfer these Terms or any rights or obligations under these Terms without Marshal’s prior written consent.

Marshal may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, change of control, or transfer of business operations.

## 36. Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, employment, agency, fiduciary, exclusive relationship, or attorney-client relationship between the parties.

Marshal may use employees, contractors, vendors, service providers, and technology providers to perform the Services.

## 37. Severability

If any provision of these Terms is found unlawful, void, or unenforceable, that provision will be severed or modified to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

## 38. Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

## 39. Entire Agreement

These Terms, together with any applicable Order Page, proposal, statement of work, invoice, onboarding confirmation, Privacy Policy, data processing agreement, and other written agreement between the parties, constitute the entire agreement between Client and Marshal regarding the Services and supersede prior or contemporaneous understandings regarding the same subject matter.

## 40. Contact Information

For questions about these Terms or the Services, contact Marshal at:

Growth Marshal, LLC, doing business as Marshal
New York, United States
Email: support@runmarshal.com