Client Terms of Service.

Brantuit, LLC (d/b/a Brandtuit and Brandtuit AI)

These Client Terms of Service (the “Client Terms” or “Agreement”) govern access to and use of the Portal and the Services, operated by Brantuit, LLC, a Wyoming limited liability company doing business as Brandtuit and Brandtuit AI (“Brantuit,” “we,” or “us”), by the company or other legal entity on whose behalf this Agreement is accepted (“Subscriber” or “you”). By clicking “I Agree,” creating an account, or accessing or using the Portal, you agree to this Agreement. If you accept on behalf of an entity, you represent that you have authority to bind that entity. This Agreement governs access to the Portal. The specific Services you buy are governed by their Orders, as set out in Section 17. Use of Brantuit’s public website is governed by its Website Terms of Use, and Brantuit’s handling of personal information is described in its Privacy Policy.

1. Definitions

“Aggregated Data” means data derived from use of the Services that has been combined with data from other sources and processed so that it does not identify, and is not reasonably capable of identifying, Subscriber, an Authorized User, or any natural person.

“Ask Zena” means the conversational feature of the Portal through which Authorized Users can ask questions about a configured Competitive Set. Ask Zena is included only in the plans whose Service description includes it. Ask Zena responses are generated automatically without human review.

“Authorized User” means an individual employee or contractor of Subscriber, or of a Subscriber portfolio company that Subscriber authorizes, who accesses the Portal under a named, non-shared credential tied to an authorized email address.

“Brand” means a single Competitive Set configured for Brand Sentinel or another applicable Service, as described in the applicable Order.

“Brand Repository” means the area of the Portal where Subscriber stores documents and data about its Brands.

“Brand Sentinel” means the subscription Service that monitors one or more Brands, their competitors, and their categories, and delivers Monthly Reports, findings, alerts, and recommended actions, offered in the plans (such as Essential and Pro) described in its Service description.

“Brantuit IP” means the Platform, Zena, and all underlying technology, AI models, prompts, workflows, methodologies, templates, frameworks, scoring logic, report architecture, and all improvements, derivatives, and reusable know-⁠how.

“Burst Alerts” means time-sensitive alerts provided as part of those Brand Sentinel plans whose Service description includes them, generated automatically without human review.

“Category Sentinel” means the Service that provides category-level reports (each, a “Category Sentinel Read”) for one or more product categories. Category Sentinel may be purchased as a one-time Read or as a subscription, as stated in the applicable Order, or may be included in a Brand Sentinel plan as stated in its Service description. Category Sentinel Reads are Output and are not Deliverables.

“Competitive Set” means the combination of one subject brand, its named competitors up to any limit stated in the applicable Order or Service description, and its objectives, as configured in the applicable Order. For this purpose, a subject brand means products marketed under a single primary brand name or trademark within a single product category, including that brand name’s variations, sub-brands, and associated SKUs as they exist from time to time. A corporate portfolio, a house of brands, or products marketed under multiple primary brand names constitute multiple Competitive Sets, each requiring its own Brand.

“Decision Brief” means a bespoke analytical deliverable prepared by Brantuit under a separate signed Order or master services agreement, incorporating AI-assisted research together with Brantuit's methodologies and human review. Decision Briefs are not offered through the Portal on a self-serve basis and are not governed by this Agreement; see Section 2.4.

“Documentation” means Brantuit’s then-current written user documentation made generally available for the applicable paid Service, excluding marketing materials, demonstrations, roadmaps, statements about future features, and documentation for beta, preview, or experimental features.

“Order” means an online order, subscription schedule, statement of work, or master services agreement that sets the scope, fees, ownership, and other commercial terms for one or more Services, and which is incorporated into this Agreement. For a self-serve purchase, the Order consists of the configuration selected and confirmed by Subscriber at checkout, the applicable Service description, and Brantuit’s electronic record of the transaction, without any requirement of signature.

“Monthly Report” means the monthly written report delivered as part of Brand Sentinel, which is reviewed by a senior brand operator before delivery. Monthly Reports are Output and are not Deliverables.

“Output” means the results generated through the Portal, including Sentinel findings, Monthly Reports, Category Sentinel Reads, Burst Alerts, Ask Zena responses, and Recommendation Ledger entries. Ownership of Decision Briefs and other Deliverables is addressed in Section 8.3.

“Permitted Recipients” means Subscriber’s employees, and its affiliates, portfolio companies, officers, directors, and professional advisors (such as attorneys, accountants, and retained consultants) who receive Output or Deliverables on a need-to-know basis for Subscriber’s own internal business, investment, governance, or operational purposes and who are bound by confidentiality obligations. Permitted Recipients does not include lenders, co-investors, prospective purchasers, limited partners, or any party that competes with Brantuit, and does not include live access to the Portal, which requires a paid authorized credential.

“Platform” or “Zena” means the proprietary Brantuit software, models, and technology through which the Portal and Services are delivered.

“Portal” means the Brandtuit client portal, currently located at studio.brandtuit.com, through which Subscriber and its Authorized Users access Services, including the Brand Repository, Ask Zena, the Recommendation Ledger, viewing of reports, deliverables, and alerts, and the ability to request Services.

“Recommendation Ledger” means the Portal feature that records recommendations made through the Services and Subscriber’s status updates on them.

“Prohibited Data” means the categories of data described in Section 7.4.

“Security Incident” means a confirmed unauthorized access to, or unauthorized acquisition, use, disclosure, or destruction of, Subscriber Data. It does not include unsuccessful attempts or activity that does not compromise Subscriber Data, such as blocked scans, pings, or failed log-⁠in attempts.

“Sentinel” means Brand Sentinel and Category Sentinel together, or either of them as the context requires.

“Service description” means Brantuit’s published description of a Service, including its scope, plans, features, seat limits, delivery timeframes, access periods, and quality-control statements, made available through the Portal or on request to privacy@brandtuit.com. The Service description applicable to a purchase is the version in effect at the time of the applicable Order.

“Services” means the self-serve services Brantuit makes available through the Portal, namely Brand Sentinel (including Monthly Reports, Burst Alerts, Ask Zena, and the Recommendation Ledger, in each case as included in the applicable plan) and Category Sentinel, each as described and priced in an Order. Decision Briefs and other bespoke or professional-services engagements are not Services under this Agreement and are provided only as described in Section 2.4.

“Subscriber Data” means data, materials, or information that Subscriber or its Authorized Users provide to or input into the Portal, including content in Subscriber’s Brand Repository.

2. The Portal and License Grant

2.1 Access grant. Subject to this Agreement, Brantuit grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Portal during the term of any active Service for Subscriber’s internal business purposes.

2.2 Reservation. Brantuit reserves all rights not expressly granted. No right or license to Brantuit IP is granted except as expressly stated.

2.3 Service changes. Brantuit may modify or enhance the Portal and Services, provided it does not materially reduce the core functionality of a paid Service during a paid term.

2.4 Requests are not self-serve orders. Brand Sentinel and Category Sentinel are the only Services offered under this Agreement, whether purchased self-serve through the Portal or on request under an Order. Decision Briefs and other bespoke or professional-services engagements are available only under a separate signed Order or master services agreement, which sets the commercial, data-protection (including any applicable data processing addendum), and liability terms for that engagement. A request submitted through the Portal for a Decision Brief or other bespoke work is an expression of interest only, creates no order, obligation, or agreement, and will be handled under a separate signed agreement before any such work begins.

3. Brands, Access, Authorized Users, and Seats

3.1 Brand Sentinel scope. Brand Sentinel is licensed per Brand as configured in its Order. The subject brand, the named competitors, and the objectives for each Brand are set in the Order. Reasonable substitutions (for example, replacing a competitor that exits the market, or adjusting objectives by agreement) are handled as described in the Order and do not by themselves create an additional charge. Additional Brands or expanded scope are subject to the Order or an accepted upgrade.

3.2 Seats and no sharing. Each plan includes the number of Authorized User seats stated in its Service description or Order. Credentials are named and personal to each Authorized User and may not be shared, transferred, or used by more than one individual.

3.3 Access and affiliates. Live Portal access requires a paid, authorized credential tied to an authorized email address. Subscriber may extend Authorized User access to its portfolio companies. Lenders, co-investors, prospective purchasers, and other non-core parties are not granted Portal access under Subscriber’s subscription and must obtain their own subscription for live access. Sharing of delivered Output and Deliverables with Permitted Recipients is governed by Section 8.

3.4 True-up. If Subscriber’s usage exceeds its purchased Brands or seats, Brantuit may notify Subscriber and restrict the excess usage. Additional fees apply only at the rates stated in the Order or an accepted upgrade, and only after Subscriber’s authorized acceptance. Brantuit will not create a new purchase commitment at an unstated price.

3.5 Responsibility. Subscriber is responsible for its Authorized Users’ compliance with this Agreement and for all activity under its account and credentials.

4. Subscription Services: Plans, Term, Renewal, and Cancellation

4.1 Plans. Subscription Services are offered on a month-to-month, quarterly, or annual plan, as offered for that Service in its Service description and selected in the Order. The Order states the plan, the fees, the billing frequency, the term, and how the plan renews.

4.2 Automatic renewal. UNLESS SUBSCRIBER CANCELS BEFORE THE END OF THE THEN-CURRENT TERM, A MONTH-TO-MONTH PLAN RENEWS MONTHLY, A QUARTERLY PLAN RENEWS FOR A FURTHER THREE (3) MONTHS, AND AN ANNUAL PLAN RENEWS FOR A FURTHER TWELVE (12) MONTHS, AND BRANTUIT WILL CHARGE THE THEN-CURRENT FEES ON EACH RENEWAL DATE. The renewal length, the amount, the renewal date, and how to cancel are disclosed conspicuously at sign-up and in the Order. Annual plans are non-cancelable during the committed term and prepaid annually unless the Order expressly provides installment billing. Installment billing does not create a month-to-month right to cancel. Quarterly plans are prepaid for each quarter.

4.3 Cancellation. Card-billed subscriptions may be cancelled at any time through the same online account used to subscribe, without contacting support and without a cancellation fee. Invoice-billed subscriptions are cancelled by written notice per their Order. For month-to-month and quarterly plans, cancellation takes effect at the end of the then-current billing period. For annual plans, cancellation stops the next renewal and does not shorten the paid term. Removing a payment method is not a cancellation.

4.4 Renewal reminder. Where required by applicable law, Brantuit will send a reminder before an auto-renewal stating the renewal date, the amount, and how to cancel.

4.5 No refund; access to end of term; data export. Fees already paid for the current period are non-refundable except as required by law or as stated in Section 15. On cancellation, access continues through the end of the paid term and does not renew. After termination, Subscriber may request an export of Subscriber Data by contacting Brantuit support. Brantuit will use commercially reasonable efforts to provide such export within a reasonable period. Active Subscriber content is retained during a wind-down period at Brantuit’s discretion and then deleted. This Section does not apply to one-time Services: Decision Briefs are governed by their Order, and one-time Category Sentinel Reads are governed by Section 5.6.

4.6 Renewal price changes. Brantuit may change fees for a renewal term by giving notice before the renewal date: at least thirty (30) days for month-to-month and quarterly plans and at least forty-five (45) days for annual plans. The revised fees apply at renewal unless Subscriber cancels before the renewal date.

5. Fees, Billing, and Payment

5.1 Fees. Fees for each Service are stated in its Order. Payment mechanics, including card, invoice, purchase order, ACH, and payment terms such as net-30 or net-45, are as stated in the Order.

5.2 Subscription authorization. Where the Order specifies a stored payment method, Subscriber authorizes Brantuit and its payment processor to charge that method for all fees, including recurring fees on each renewal date and applicable taxes, until cancelled. Where the Order specifies invoice billing, fees are due on the terms stated in the Order. Unless the Order states otherwise, subscription fees are billed in advance for each billing period.

5.3 One-time and bespoke Services. One-time and bespoke engagements, such as Decision Briefs, are contracted and billed under a separate signed Order or master services agreement, not through the Portal (see Section 2.4).

5.4 Failed or late payment. If a charge fails or an undisputed invoice is not paid when due, Brantuit may retry, may apply late interest as stated in the Order, and may suspend the affected Service after written notice and a ten (10) day cure period. Subscriber will dispute an invoice in good faith and promptly. A purchase order’s pre-printed terms do not modify this Agreement.

5.5 Taxes. Fees are exclusive of taxes. Subscriber is responsible for applicable taxes other than Brantuit’s income taxes.

5.6 Category Sentinel. Category Sentinel may be purchased as a one-time Read or as a subscription, as stated in the applicable Order.

(a) Subscriptions. A Category Sentinel subscription is a subscription Service subject to Section 4, and each Read is delivered on the schedule stated in the Order or its Service description.

(b) One-time Reads. A one-time Category Sentinel Read is paid in full at the time of purchase, does not renew, and creates no subscription. Because a Read is an information product generated for Subscriber upon purchase, fees for a one-time Read are non-refundable once generation has begun, except as stated in this Section or required by applicable law.

(c) Nonconforming Reads. If a delivered Category Sentinel Read materially fails to conform to its Order or Service description, Subscriber must notify Brantuit within fifteen (15) days of delivery, and Brantuit’s sole obligation and Subscriber’s exclusive remedy is, at Brantuit’s option, delivery of a corrected Read or a refund of the fees attributable to that Read.

(d) Access and license. A standalone Category Sentinel purchase provides access to the Portal solely to view and download Category Sentinel Reads, for the period stated in the Order or Service description. It does not include Ask Zena, the Brand Repository, Burst Alerts, the Recommendation Ledger, or Brand-level monitoring. Delivered Reads are licensed to Subscriber under Section 8.2, and the disclaimers in Section 11 and the Limitation of Liability in Section 13 apply to them.

(e) Included Reads. Where Category Sentinel Reads are included in a Brand Sentinel plan, they are part of that plan and are not separately billed or cancelled.

6. Acceptable Use and Restrictions

Subscriber will not, and will not permit any Authorized User or third party to:

(a) share, sell, rent, or transfer credentials, or allow more individuals to use the Portal than the number of purchased seats;

(b) resell, sublicense, distribute, or make Output or Deliverables available to any party other than Permitted Recipients, except as permitted in Section 8;

(c) reverse engineer, decompile, or attempt to derive the source code, models, prompts, methodologies, or structure of the Platform;

(d) attempt to extract system prompts or hidden instructions, perform prompt injection, or manipulate connected data sources;

(e) scrape or use automated means or agents to extract data or Output from the Portal, except through functionality Brantuit provides;

(f) train or fine-tune any model on, or systematically extract, Output or Deliverables, replicate Brantuit’s methodology, or develop a substantially similar commercial service from access to the Portal;

(g) use the Portal, Output, or Deliverables to make or support high-risk regulated decisions, including those concerning employment, lending or credit, housing, insurance, healthcare eligibility, education admissions, or access to legal services, unless Brantuit has expressly agreed in an Order;

(h) upload malicious code, test the Portal’s vulnerabilities without authorization, or circumvent usage limits or safety mechanisms;

(i) use Ask Zena or other interactive features of the Portal for purposes unrelated to a configured Competitive Set, or in excess of the usage limits or fair-use terms stated in the applicable Service description or Order;

(j) benchmark or publish performance tests of the Portal without Brantuit’s prior written consent;

(k) use the Portal, Output, or Deliverables to monitor, track, or build a profile or record about any individual person; or

(l) use the Portal in violation of law or any third party’s rights.

Using an Output or Deliverable to inform Subscriber’s ordinary internal business and brand-management processes is permitted and is not a competing use. Breach of this Section is a material breach permitting immediate suspension under Section 15.

7. Subscriber Data; Representations; Prohibited Data

7.1 Ownership. As between the parties, Subscriber retains all right, title, and interest in Subscriber Data, including the Brand Repository.

7.2 License to operate. Subscriber grants Brantuit a non-exclusive license to use, process, host, and display Subscriber Data solely to provide and support the Portal and Services.

7.3 Data representations. Subscriber represents and warrants that it owns or has sufficient rights to provide Subscriber Data, that it has given any required notices and obtained any required consents, that providing the data and Brantuit’s authorized processing of it will not violate any law or any third-party agreement, and that Subscriber is responsible for determining that the Portal is appropriate for the data it uploads. Brantuit may rely on Subscriber-supplied information without independent audit unless the Order states otherwise.

7.4 Prohibited Data. Subscriber will not upload or input, and will not permit any Authorized User to upload or input, any of the following without Brantuit’s express written agreement in an Order: protected health information subject to HIPAA; payment card data; bank account or authentication credentials; Social Security or government identification numbers; personal data knowingly collected from children or otherwise subject to COPPA or comparable child-privacy laws; biometric identifiers; special-category data under the GDPR; export-controlled or classified information; or material nonpublic information (MNPI). If Subscriber uploads Prohibited Data in breach of this Section, that upload is Subscriber’s breach; Subscriber will indemnify Brantuit for it under Section 14; Brantuit assumes no heightened contractual handling obligation with respect to such data; Brantuit may remove or delete it and may suspend the affected account; and such data is excluded from any Aggregated Data and from the reuse right in Section 8.4. Brantuit will not be liable solely because Subscriber uploaded Prohibited Data in breach of this Section, except to the extent liability results from Brantuit’s breach of this Agreement, negligence, willful misconduct, or violation of applicable law. Nothing in this Section limits any obligation that applicable law independently imposes on Brantuit.

7.5 Deletion. During the term, Subscriber may delete individual documents and reports using Portal functionality. Deletion of a workspace or account may be requested by contacting Brantuit support; Brantuit will use commercially reasonable efforts to fulfill such requests within a reasonable period. Subscriber acknowledges that deleting content may impair or prevent continued performance. Backups and operational logs are deleted on their standard retention schedules per Brantuit’s data-retention policy. Brantuit may retain data as required by law, or for fraud prevention, dispute preservation, security, or financial recordkeeping, keeping any retained data protected and out of ordinary commercial use.

7.6 US-only processing. The Services are provided from the United States. Subscriber Data is stored and processed in the United States. Subscriber acknowledges this and represents it has authority to transfer Subscriber Data to Brantuit for processing in the United States.

8. Intellectual Property; Output and Deliverables

8.1 Brantuit IP. Brantuit owns and retains all Brantuit IP. Delivery of Output or a Deliverable conveys no rights in Brantuit IP.

8.2 Output license. Conditioned on payment, Brantuit grants Subscriber a perpetual, non-exclusive license to use Output delivered during a paid term, including Category Sentinel Reads, for Subscriber’s internal business purposes, and to share it with Permitted Recipients on a need-to-know basis. This license for delivered Output survives termination. Subscriber may transfer the license together with the applicable Brand or business, to an affiliate, or through a permitted assignment, merger, reorganization, or sale of substantially all related assets, but not as a standalone asset. Subscriber may retain archival copies of delivered Output for legal, compliance, audit, governance, and recordkeeping purposes, subject to this Agreement. Subscriber remains responsible for its Permitted Recipients’ compliance with the use, confidentiality, and non-commercialization restrictions applicable to Output and Deliverables. Access to continuously updated or dynamic Output ends when the subscription ends. Subscriber will not resell Output as a standalone product, systematically republish it, white-label or commercialize it, use it to train a competing model, or use it to extract Brantuit’s methodology.

8.3 Deliverables ownership. Upon Brantuit’s receipt of full payment, Subscriber owns the customized, client-specific expression of the final Decision Brief and other Deliverables identified in an Order. Unless the Order states otherwise, Deliverables do not include drafts, working papers, research notes, prompts, source files, intermediate analyses, tools, or underlying datasets not expressly identified as final Deliverables. Brantuit retains all Brantuit IP, including pre-existing materials, methodologies, models, templates, frameworks, prompts, know-how, and generalized insights, and grants Subscriber a perpetual, non-exclusive license to any Brantuit IP embedded in a Deliverable to the extent needed to use the Deliverable. Subscriber may use and reproduce Deliverables for its internal business purposes and share them with Permitted Recipients, and will not resell them as a standalone product or use them for a competing service. An Order may authorize sharing of static Deliverables with named transaction, financing, or diligence recipients bound by confidentiality, provided they do not use the Deliverables for a competing service. Subscriber’s ownership does not extend to third-party materials, data, trademarks, images, excerpts, or other content identified as third-party content, which remains subject to the applicable third-party rights and restrictions.

8.4 Aggregated Data. Brantuit may create and use Aggregated Data to operate, secure, analyze, and improve the Platform and services, provided that: no Subscriber Confidential Information is disclosed; no Subscriber-specific benchmark is made available to another customer; no raw Subscriber Data is included; Prohibited Data and regulated data are excluded; and Brantuit applies reasonable measures to prevent re-identification and will not attempt to re-identify the data. Platform usage data may be used freely in de-identified form. Benchmarking or category-level analysis built on Subscriber business content requires Subscriber’s opt-in in the Order.

8.5 Usage data. Brantuit uses third-party product analytics tools to collect data about how Authorized Users access and use the Platform, such as pages viewed, features used, and interactions, and may capture session recordings showing how users navigate the Portal, in order to operate, secure, measure, and improve the Platform. Brantuit configures these tools with controls designed to prevent collection of uploaded documents, Ask Zena conversations, and generated deliverables, and to mask user-typed inputs in session recordings. This usage data may include pseudonymous account or user identifiers and is not used to disclose Subscriber Confidential Information. It is not Subscriber Data.

8.6 Feedback. If Subscriber provides feedback or suggestions, Brantuit may use them without restriction or obligation.

9. AI Processing, Sub-Processors, and Data Protection

9.1 AI-enabled analysis. The Portal uses artificial intelligence models, including third-party AI services, to process Subscriber Data and generate Output and Deliverables. Subscriber consents to such processing to provide the Services.

9.2 No model training. Subscriber Data will not be used to train, fine-tune, or improve any generalized model, whether operated by Brantuit or a third party. Brantuit will configure its AI providers so that Subscriber Data is not used to train or improve generalized models, and will not use an AI provider for Subscriber Data unless that provider’s applicable contractual terms and configuration support this restriction. Brantuit may use de-identified telemetry and Aggregated Data, but not Subscriber Data, to operate and improve the Platform. Any use of Subscriber Data for evaluation or product improvement requires Subscriber’s express opt-⁠in.

9.3 Sub-processors. Brantuit maintains a current list of sub-processors, made available through the Portal or on Brantuit’s website. Brantuit may add or replace sub-processors in the ordinary course.

9.4 Security. Brantuit maintains reasonable administrative, technical, and organizational safeguards designed to protect Subscriber Data against unauthorized access, use, alteration, disclosure, or destruction. Brantuit will notify Subscriber without undue delay after determining that a Security Incident affecting Subscriber Data has occurred, and within any shorter period required by applicable law, and will provide information reasonably available about the incident and cooperate in good faith.

9.5 CCPA Service-Provider status. For any Personal Information subject to the CCPA, Brantuit acts as a Service Provider. Brantuit will process such Personal Information only to provide the Services and for the business purposes described in this Agreement, will not sell or share it, will not retain, use, or disclose it outside the direct business relationship, and will not combine it with data from other sources except as permitted by the CCPA.

10. Confidentiality

10.1 Obligations. Each party will protect the other’s non-public information disclosed in connection with this Agreement with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel or advisors with a need to know who are bound by similar obligations, or as required by law with prompt notice where permitted. The non-public terms of an Order, including pricing and negotiated commercial terms, are Confidential Information of both parties. Standard exclusions apply for information that is public through no fault of the receiving party, was rightfully known before disclosure, is rightfully received without restriction, or is independently developed.

10.2 Survival and remedies. Confidentiality obligations survive for five (5) years after termination for ordinary Confidential Information; for trade secrets, for as long as the information remains a trade secret under applicable law; and for personal data, for as long as required under applicable law. Each party may seek injunctive relief for actual or threatened misuse of Confidential Information or IP, to the maximum extent permitted by applicable law and without the requirement to post a bond.

11. AI Output Disclaimer; No Professional Advice

11.1 Categories and review. Ask Zena responses and Burst Alerts are generated automatically using artificial intelligence and are not subject to human review. Monthly Reports are reviewed by a senior brand operator before delivery. Other Sentinel findings displayed in the Portal are subject to Brantuit’s standard quality-control procedures. Category Sentinel Reads are subject to the quality-control procedures described in their Service description. Decision Briefs and other Deliverables incorporate AI-assisted research together with Brantuit’s proprietary methodologies and human review. The degree of human review applicable to a Service is described in the applicable Order or Service description.

11.2 Automated Output. Automated Output, including Ask Zena responses and Burst Alerts, is provided for informational purposes, may be incomplete or subject to change, and should be verified before it is relied on or acted on. Burst Alerts are time-sensitive and are not a guarantee of complete or immediate detection.

11.3 Deliverables. Deliverables reflect Brantuit’s professional analysis based on the information and sources available as of the date prepared. They are intended to inform, but not replace, Subscriber’s business judgment. Subscriber remains responsible for its business decisions.

11.4 No accuracy warranty; third-party data. Except for the warranties in Section 12, Brantuit does not warrant that Output or Deliverables are accurate, complete, current, or error-free, or any business outcome, and does not warrant the accuracy of third-party data sources.

11.5 Decision support; Subscriber decides. Zena provides analysis and recommendations to support Subscriber’s decisions. It does not make decisions for Subscriber. Subscriber is solely responsible for evaluating all Output and Deliverables, for deciding whether and how to act on any recommendation, and for the results of its business decisions, including pricing, promotional, product, marketing, regulatory, and investment decisions.

11.6 No professional advice. Output and Deliverables are not legal, regulatory, scientific, financial, tax, accounting, or investment advice, and are not an offer or recommendation to buy or sell any security or to enter into any transaction. Subscriber should consult its own professional advisors.

12. Warranties and Disclaimer

12.1 Platform. Brantuit warrants that the Portal will materially conform to its Documentation. This warranty does not apply to nonconformities caused by Subscriber Data, Subscriber systems, unauthorized modifications, misuse, third-party services not selected by Brantuit, beta or preview features, suspension under this Agreement, force majeure, or use contrary to the Documentation. Subscriber must notify Brantuit of a claim under this warranty within thirty (30) days of the nonconformity. Subscriber’s exclusive remedy for breach of this warranty is correction, re-performance, or, for a material failure Brantuit does not cure, termination of the affected Service and a refund of prepaid unused fees.

12.2 Professional Services. Brantuit warrants that Decision Briefs and other professional Services will be performed in a professional and workmanlike manner by personnel with appropriate skills. Subscriber must identify any material nonconformity in a Deliverable within thirty (30) days of delivery, and Brantuit’s first remedy is re-⁠performance.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, THE PORTAL, THE PLATFORM, ALL OUTPUT, AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BRANTUIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BRANTUIT DOES NOT WARRANT UNINTERRUPTED OR ERROR-⁠FREE OPERATION.

13. Limitation of Liability

13.1 Exclusion of certain damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any lost profits, revenue, data, goodwill, or business, even if advised of the possibility. This exclusion does not apply to a party’s indemnification obligations or breach of confidentiality.

13.2 General cap. Except as provided in Section 13.3, each party’s total aggregate liability arising out of or relating to this Agreement will not exceed: (a) for an annual Order, the total fees paid or payable for the applicable Service during the committed annual term; or (b) for a month-to-month or quarterly plan, the fees paid or payable for the applicable Service in the twelve (12) months before the event first giving rise to the liability, and in any event not less than three (3) months of fees; or (c) for a one-time purchase, including a one-time Category Sentinel Read, the fees paid for that purchase.

13.3 Matters not subject to any cap. Section 13.2 does not limit: (a) Subscriber’s obligation to pay fees; (b) a party’s fraud or willful misconduct; or (c) a party’s intentional infringement or misappropriation of the other party’s intellectual property, including Subscriber’s unauthorized copying, reverse engineering, model training on, commercialization, or replication of Brantuit IP.

13.4 How the caps apply. The caps in this Section are maximums, not amounts that add together. They are the most a party can owe in total across all Services, Orders, and events, and are not multiplied by the number of Services, Orders, or claims. All claims arising from the same event or a series of related events count as one claim. If more than one cap could apply, the highest applicable cap governs.

14. Indemnification

14.1 By Brantuit. Brantuit will defend and indemnify Subscriber against third-party claims that the Portal or Platform, as provided by Brantuit, infringes that third party’s intellectual property rights, and will pay damages finally awarded, provided Subscriber promptly notifies Brantuit, gives Brantuit control of the defense and settlement, and reasonably cooperates. This does not apply to claims arising from Subscriber Data, Subscriber’s modifications, combination with materials not provided by Brantuit, or use in breach of this Agreement. If the Portal or Platform becomes, or in Brantuit’s reasonable opinion is likely to become, subject to such a claim, Brantuit may (a) obtain the right for Subscriber to continue using it, (b) modify or replace it with a substantially equivalent non-infringing service, or (c) if neither is commercially reasonable, terminate the affected Service and refund prepaid unused fees. This Section states Subscriber’s exclusive remedies for intellectual property infringement claims. Privacy and security indemnities for enterprise engagements are addressed in the applicable Order or MSA.

14.2 By Subscriber. Subscriber will defend and indemnify Brantuit against third-party claims arising from Subscriber Data, Subscriber’s instructions, Subscriber’s unlawful use, Prohibited Data, Subscriber’s violation of third-party rights, or Subscriber’s use of the Portal, Output, or Deliverables in breach of this Agreement, except to the extent caused by Brantuit’s own breach, negligence, or misconduct.

14.3 Procedure. The indemnifying party will not settle a claim in a way that admits fault by, or imposes a non-monetary obligation on, the indemnified party without the indemnified party’s consent, which will not be unreasonably withheld, conditioned, or delayed. The indemnified party may participate with its own counsel at its expense. Failure to give prompt notice reduces the indemnifying party’s obligations only to the extent it is materially prejudiced.

15. Suspension and Termination

15.1 Suspension. Brantuit may suspend access if Subscriber breaches Section 6 or 7.4, fails to pay undisputed amounts after the cure period, or poses a security risk. Brantuit will limit suspension to the affected account, user, Brand, or Service, will give prior notice where reasonably practicable, will use good-faith efforts to avoid unnecessary disruption, and will restore access after the condition is cured.

15.2 Termination for cause. Either party may terminate this Agreement or any Service for the other’s material breach not cured within thirty (30) days after written notice, or, if the breach is not reasonably curable within thirty days, within a reasonable additional period if the breaching party begins to cure promptly and pursues it diligently. The cure period is ten (10) days for nonpayment. Brantuit may suspend or terminate immediately for a material breach of confidentiality, a material security violation or security threat, or actual or attempted unauthorized use, extraction, commercialization, or misappropriation of Brantuit IP.

15.3 Termination for convenience. Subscriber may cancel subscription Services under Section 4. For month-to-month plans, Brantuit may terminate a Service on thirty (30) days’ notice and will refund prepaid unused fees. For annual plans and enterprise Orders, Brantuit will not terminate for convenience during the committed term except on a material discontinuation of the applicable Service generally, and not solely as to Subscriber, in which case Brantuit will give as much advance notice as reasonably practicable, provide reasonable export assistance, and refund prepaid unused fees. An Order may override this Section.

15.4 Effect and survival. On termination of all Services, Portal access ends and Subscriber will pay amounts then due. The following survive: Subscriber’s ownership of Subscriber Data and Deliverables and Subscriber’s representations under Section 7; the delivered-Output and Deliverables licenses in Sections 8.2 and 8.3; and Sections 6 (as to prior acts), 8.1, 8.4, 9.2, 10, 11, 12.3, 13, 14, 17, 18, and 19. Brantuit’s operational license to Subscriber Data under Section 7.2 survives only as needed for wind-down, export, deletion, backup expiration, legal retention, and dispute preservation.

16. Changes to this Agreement

16.1 Updates. Brantuit may update this Agreement. Non-material changes, changes required by law, and changes necessary for security take effect on posting or the stated effective date, and continued use constitutes acceptance.

16.2 Material adverse changes. A change that is material and adverse to Subscriber does not apply to an active committed Order term until its renewal, unless Subscriber affirmatively accepts it earlier. A signed MSA or Order controls over this Section. If Subscriber rejects a material adverse change that Brantuit applies mid-term, Subscriber may terminate the affected Service and receive a prorated refund of prepaid unused fees.

17. Order of Precedence

This Agreement governs every user’s access to and use of the Portal. In the event of conflict, the following order controls, from highest to lowest: (1) any Business Associate Agreement, if Brantuit ever agrees to receive protected health information; (2) a signed master services agreement or negotiated enterprise agreement, for the Services it covers; (3) the applicable Order; (4) this Agreement; and (5) product documentation and policies. An ordinary update to this Agreement does not override a negotiated security or privacy commitment. However, an Order or a signed master services agreement does not modify the limitation of liability, confidentiality, or intellectual property provisions of this Agreement unless it expressly identifies the specific provision it changes and is signed by both parties.

18. Governing Law; Dispute Resolution; Class Action Waiver

18.1 Governing law. This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-⁠of-⁠laws rules.

18.2 Informal resolution. The parties will attempt good-faith resolution for thirty (30) days before initiating formal proceedings.

18.3 Arbitration. Except as provided in Section 18.4, any dispute will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be conducted remotely by videoconference unless the parties agree otherwise or the arbitrator determines an in-person hearing is necessary. The legal seat is Cheyenne, Wyoming. Judgment on the award may be entered in any court of competent jurisdiction.

18.4 Court carve-outs. Either party may seek injunctive or other equitable relief, and relief for infringement or misappropriation of intellectual property, breach of confidentiality, or collection of undisputed fees, in a court of competent jurisdiction.

18.5 Class action waiver. TO THE EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

18.6 Fees. Each party will bear its own attorneys’ fees and costs, except as required by applicable law or in an action to collect undisputed amounts or to enforce confidentiality or intellectual property rights, where the prevailing party may recover reasonable attorneys’ fees and costs.

19. General Provisions

19.1 Beta and preview features. Brantuit may offer features designated beta, preview, or experimental. Such features are optional, provided “as is” without the warranties in Section 12 or any availability commitment, may be changed or discontinued, and should not be used for production-critical decisions unless Brantuit expressly agrees. Brantuit will disclose any additional data handling or sub-processors before activation.

19.2 Monitoring limitations. Sentinel monitoring depends on public source availability and may be affected by source changes, access restrictions, paywalls, and API limits. Sentinel does not monitor every publication, marketplace, platform, geography, SKU, retailer, or competitor unless specified in the Order, and Brantuit may replace or discontinue sources that become unavailable, unlawful, or commercially unreasonable. “Real-time” and “time-sensitive” do not mean continuous surveillance or guaranteed immediate detection.

19.3 Customer systems and account security. Subscriber is responsible for its devices, connectivity, identity management, authorized-user administration, and third-party integrations it authorizes, and will promptly notify Brantuit of any compromised credentials and maintain reasonable account-⁠security practices.

19.4 Third-party services. Brantuit is not responsible for independent third-party services Subscriber connects, but remains responsible for its own selected sub-processors as stated in this Agreement.

19.5 Compliance. Each party will comply with applicable export-control, sanctions, and anti-corruption laws. Subscriber will not use the Portal in violation of those laws.

19.6 Publicity. Neither party will use the other’s name or logo without prior written consent.

19.7 Independent contractors; force majeure; assignment. The parties are independent contractors. Neither is liable for delays caused by events beyond its reasonable control. Subscriber may not assign without Brantuit’s consent; Brantuit may assign to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

19.8 Entire agreement; notices; severability; electronic acceptance. This Agreement and the Orders are the entire agreement on their subject matter and supersede prior discussions; roadmaps, future features, demonstrations, and oral statements are not commitments and do not modify the Agreement; statements and Service descriptions incorporated by an Order are binding. Operational notices may be given by email or in-account message. Formal legal notices, including of breach, termination, an indemnity claim, arbitration, or a material amendment, must be sent, for Brantuit, to legal@brandtuit.com and, for Subscriber, to the account owner’s email address on file, or in either case to any other notice address stated in a signed Order, and are effective on receipt, except that a notice received after 5:00 p.m. in the recipient’s local time or on a non-business day is deemed received on the next business day, and a delivery-failure or bounce response means the notice was not effective. An in-account banner is not a formal legal notice. Notice of a Security Incident is given as provided in Section 9.4 and is not subject to the business-hour rule. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Subscriber’s click-acceptance and Brantuit’s electronic records of acceptance, including date, time, account, and version, are valid and admissible evidence of this Agreement.

Acceptance

By clicking “I Agree,” creating an account, or using the Portal, Subscriber acknowledges that it has read, understood, and agrees to this Agreement, including the AI Output Disclaimer (Section 11), the Limitation of Liability (Section 13), and the arbitration and class action waiver provisions (Section 18).

Contact

Brantuit, LLC d/b/a Brandtuit
10 West Road #1050
Newtown, PA 18940
legal@brandtuit.com