Terms & Conditions

# Marshal Terms of Service

**Last Updated and Effective as of:** September 1, 2026

These Terms of Service (the "Terms" or this "Agreement") are a legally binding agreement between Growth Marshal, LLC, a New York limited liability company doing business as Marshal ("Marshal," "we," "us," or "our"), and the person or organization that accesses or uses the Services (the "Customer," "you," or "your").

Marshal is the Managed Agent Operations company that designs, deploys, and operates AI agents as a service for small businesses. The Services include the Marshal website, the Marshal Terminal, managed free trials, paid Managed Agent Operations, AI Agent Systems, integrations, and related services.

By creating an Account, clicking to accept these Terms, accessing or using the Terminal or Services, starting a Free Trial, signing or accepting an Order, paying an invoice, authorizing access to Customer Systems, or otherwise indicating acceptance, you agree to these Terms. If you accept these Terms for an organization, you represent that you have authority to bind that organization. If you do not agree to these Terms, do not access or use the Services.

The Services are offered only for business use and only to persons who are at least 18 years old and legally capable of entering into this Agreement.

## 1. Definitions

For purposes of these Terms:

**"Account"** means an account used to access the Terminal or any other authenticated portion of the Services.

**"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 designed, deployed, operated, monitored, or supported by Marshal.

**"Authorized User"** means an employee, contractor, representative, or other individual whom Customer authorizes to access or use the Services on Customer's behalf.

**"Customer Data"** means data, information, content, records, files, credentials, instructions, communications, and other materials submitted by or for Customer, or accessed, received, or processed by Marshal from Customer Systems at Customer's direction. Customer Data does not include Usage Data or Marshal Materials.

**"Customer Materials"** means Customer's pre-existing websites, trademarks, logos, content, data, documents, records, and other intellectual property made available to Marshal.

**"Customer Output"** means final, customer-specific work product produced through the Services and delivered or made available to Customer, including completed work and work receipts. Customer Output does not include Marshal Materials, Third-Party Materials, or intermediate system artifacts unless an Order expressly states otherwise.

**"Customer Systems"** means Customer's websites, software, accounts, tools, platforms, databases, customer relationship management systems, analytics accounts, email systems, calendars, communication platforms, project-management tools, application programming interfaces, infrastructure, support systems, content-management systems, hosting accounts, payment systems, and other systems.

**"Free Trial"** means Marshal's managed, 14-day free trial of the Services.

**"Marshal Materials"** means the Terminal, Agent Systems, software, source and object code, prompts, hidden instructions, prompt chains, orchestration, workflow logic, configurations, connectors, schemas, models, evaluation methods, monitoring systems, deployment methods, operating procedures, security methods, documentation, interfaces, designs, templates, frameworks, tools, processes, techniques, generalized know-how, and other technology or intellectual property owned, licensed, or developed by Marshal. Marshal Materials include improvements and derivatives of the foregoing, but exclude Customer Data and Customer Materials.

**"Order"** means an order page, order form, proposal, statement of work, subscription selection, invoice, onboarding confirmation, or other written agreement that describes Customer-specific Services, scope, fees, or commercial terms.

**"Services"** means the website, Terminal, Free Trial, Managed Agent Operations, Agent Systems, Generative Engine Optimization or answer-engine visibility work, workflow automation, implementation, monitoring, maintenance, reporting, support, consulting, and other services provided by Marshal.

**"Terminal"** means Marshal's customer-facing software interface through which an Authorized User may view Agent System activity and related information and may use limited controls made available by Marshal.

**"Third-Party Platform"** means a third-party model, API, software product, website, data source, infrastructure provider, communications service, payment processor, or other technology or service used by Customer or Marshal in connection with the Services.

**"Usage Data"** means technical, operational, security, diagnostic, and performance information concerning the operation and use of the Services that does not identify the content of Customer Data except where necessary for security, support, or troubleshooting.

## 2. Agreement Structure and Order of Precedence

This Agreement includes these Terms, each applicable Order, Marshal's Privacy Policy, and any data-processing agreement, security addendum, or other written addendum signed by both parties.

If documents conflict, the following order of precedence applies unless the document expressly states otherwise:

1. A data-processing agreement or security addendum, solely for its subject matter
2. A mutually signed Order, solely for the conflicting Customer-specific commercial or service term
3. These Terms
4. Marshal's Privacy Policy
5. Any other service description or online material

Website copy, marketing materials, demonstrations, case studies, and general service descriptions do not create a binding service commitment unless an Order expressly incorporates them.

## 3. Electronic Acceptance and Records

Customer may accept these Terms by creating an Account, checking an acceptance box, clicking an acceptance button, signing or accepting an Order, paying an invoice, beginning a Free Trial, accessing or using the Terminal or Services, authorizing access to Customer Systems, or otherwise indicating assent.

Marshal may retain electronic records of acceptance, including the Authorized User's identity, Customer organization, Agreement version, timestamp, IP address, user agent, Order and payment records, and source of the acceptance event. Customer agrees that electronic records and electronic signatures may evidence assent and satisfy requirements that a communication or agreement be in writing.

## 4. Authorized Users and Customer Responsibility

Customer may permit Authorized Users to access the Services solely for Customer's internal business purposes. Customer is responsible for:

- Designating and removing Authorized Users
- Ensuring each Authorized User complies with this Agreement
- All activity conducted through Customer's Accounts, except to the extent caused by Marshal's breach of this Agreement
- Keeping Account and contact information accurate and current
- Promptly notifying Marshal of suspected unauthorized access or compromised credentials

An Authorized User may not share an Account with another person. Marshal may rely on instructions and actions submitted through an authenticated Account as authorized by Customer unless Marshal has received and had a reasonable opportunity to act on notice that the Account is compromised.

## 5. Managed Agent Operations

Marshal provides the Services as a managed service. Marshal designs, configures, deploys, operates, monitors, maintains, and adjusts Agent Systems for Customer. Unless an Order expressly provides otherwise, Marshal determines the methods, sequence, tools, vendors, models, personnel, and technical architecture used to perform the Services.

Depending on the engagement, the Services may include:

- Sales, customer support, finance, marketing, operations, onboarding, reporting, or administrative workflows
- Lead capture, research, enrichment, qualification, routing, booking, and follow-up
- CRM, email, calendar, Slack, customer support, content-management, and other business-software workflows
- Drafting, classification, extraction, summarization, recommendation, routing, or authorized communications
- Generative Engine Optimization, structured data, entity work, knowledge-graph work, public profiles, directories, and authority distribution
- Integration, implementation, monitoring, maintenance, testing, reporting, and support

The Services may use experimental, evolving, probabilistic, or third-party-dependent technologies. Marshal does not guarantee a particular ranking, citation, inclusion, traffic level, lead volume, conversion rate, revenue level, cost saving, operational result, model response, or business outcome.

## 6. The Terminal

The Terminal is an interface to the managed service. It is primarily a window into work performed by Marshal-operated Agent Systems. Depending on the Services, the Terminal may allow Authorized Users to:

- View Agent System activity, status, completed work, work receipts, exceptions, and integration status
- Review and approve or deny proposed actions
- Submit limited instructions, rules, or feedback
- Connect or disconnect authorized Customer Systems
- Manage limited Account, notification, or integration settings

The Terminal does not provide Customer with administrative control over Agent Systems. Customer does not use the Terminal to build, modify, deploy, host, manage, or independently operate Agent Systems or Managed Agent Operations. Features and controls may vary by Customer, plan, workload, and stage of deployment.

The Terminal is not Customer's authoritative system of record. Customer is responsible for maintaining appropriate records, backups, and audit materials in Customer Systems.

## 7. Limited Terminal License

Subject to Customer's compliance with this Agreement, Marshal grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Free Trial or paid subscription term to permit Authorized Users to access and use the Terminal solely for Customer's internal business purposes and only through interfaces and methods authorized by Marshal.

The license does not transfer ownership of the Terminal, Agent Systems, or Marshal Materials. No rights are granted by implication, estoppel, or otherwise. Marshal reserves all rights not expressly granted.

Marshal may modify, replace, add, restrict, or remove Terminal features. Marshal will not materially reduce a paid Customer's core purchased functionality during a current subscription term without reasonable notice, except where necessary for security, legal compliance, Third-Party Platform changes, or prevention of harm.

## 8. Managed 14-Day Free Trial

Marshal may offer Customer a managed 14-day Free Trial. Unless Marshal agrees otherwise in writing:

- The Free Trial begins when Marshal notifies Customer that the configured Agent System is live on real work. Onboarding, discovery, and configuration time before go-live do not count toward the 14 days.
- No payment card or service fee is required for the Free Trial.
- Customer remains responsible for third-party fees, usage charges, subscriptions, or pass-through expenses that Customer separately authorizes in writing.
- The Free Trial may be limited by workload, work-unit volume, functionality, integrations, capacity, or other trial parameters disclosed by Marshal.
- Customer must provide timely access, accurate information, approvals, feedback, and cooperation.
- The Free Trial does not automatically convert into a paid subscription. Paid Services begin only after Customer affirmatively accepts an Order or otherwise expressly agrees to purchase them.
- Either party may end the Free Trial at any time.
- At the end of the Free Trial, Marshal may stop operating the Agent System, disconnect integrations, revoke Terminal access, and remove Marshal-controlled trial components unless Customer enters into a paid engagement.

Customer may use Customer Output delivered during the Free Trial in accordance with Section 20. Free Trial access does not grant Customer the right to copy, extract, recreate, continue operating, or obtain any Marshal Materials or Marshal-controlled system.

## 9. Customer Systems and Access Authorization

Customer authorizes Marshal and its service providers to access, use, connect to, configure, modify, publish to, and process information in Customer Systems as reasonably necessary to provide the Services and carry out Customer's instructions.

Customer represents and warrants that it has the legal and contractual right to grant this authorization. Customer is responsible for:

- Providing accurate, sufficient, and timely access
- Selecting and configuring appropriate permissions
- Maintaining ownership and security of Customer-controlled accounts
- Maintaining backups and internal controls for Customer Systems
- Revoking access when it is no longer needed
- Ensuring that Customer Systems, Customer Data, and Customer's instructions comply with applicable law, contracts, policies, and Third-Party Platform rules

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

Marshal may be unable to provide some or all Services if Customer fails to provide necessary access, permissions, information, approvals, or cooperation. Marshal is not responsible for resulting delays or failures.

## 10. Credentials and Secrets

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

Marshal will use reasonable safeguards designed to protect credentials and secrets. Where reasonably practical, Marshal will use limited-scope credentials and avoid placing secrets in prompts, public repositories, customer-facing documents, or unnecessary logs.

Customer must not place credentials, private keys, authentication tokens, or other secrets into general-purpose Terminal fields, chat fields, prompts, documents, or uploads unless Marshal has expressly designated the method for receiving that type of information.

Customer remains responsible for permissions, rotation, revocation, account ownership, and monitoring of Customer-controlled credentials and accounts unless an Order expressly provides otherwise.

## 11. Approvals, Instructions, and Connected Services

Customer may submit approvals, denials, instructions, rules, integration authorizations, and other directions through the Terminal, Marshal's Slack app, email, or another agreed channel. Customer authorizes Marshal and the Agent Systems to rely on and act upon those directions.

An approval may cause an action to execute immediately and may create effects that cannot be reversed. Customer is responsible for reviewing the proposed action, relevant context, target, content, scope, and consequences before approving it.

Customer is responsible for configuring and supervising approval authority among its Authorized Users. Marshal is not required to independently verify the internal authority of an Authorized User acting through an authenticated Account or agreed channel.

Marshal may delay, reject, block, modify, or require additional confirmation for any instruction or approved action that Marshal reasonably believes is unsafe, unlawful, deceptive, technically invalid, outside the agreed scope, inconsistent with Third-Party Platform rules, or likely to harm Customer, Marshal, another customer, or a third party.

Customer may connect Customer Systems, including Slack workspaces, through supported integrations. Customer authorizes the exchange of data and instructions between the Services and each connected Customer System as necessary to provide the requested functionality. Customer is responsible for obtaining any notices, consents, and internal approvals required for the connection and resulting processing.

## 12. Customer Responsibilities

Customer is responsible for:

- Providing accurate, complete, current, and lawful information and instructions
- Reviewing and approving materials or actions where approval is requested
- Ensuring it has all rights, licenses, notices, consents, permissions, and legal bases required for Customer Data, Customer Materials, Customer Systems, and Customer's instructions
- Maintaining appropriate security, access controls, backups, and business-continuity measures
- Ensuring Customer's privacy notices, contracts, policies, and practices permit the Services
- Maintaining required licenses and subscriptions for Customer's own tools and platforms
- Responding promptly to requests for access, information, approvals, or feedback
- Complying with laws applicable to Customer's business, including laws governing privacy, marketing, email, SMS, telemarketing, consumer protection, intellectual property, employment, healthcare, finance, education, children, and regulated decision-making
- Reviewing outputs and actions before relying on them where human review is appropriate

Customer is responsible for business decisions, policies, campaigns, communications, approvals, omissions, and use of Customer Output resulting from Customer's use of the Services.

### 12.1 Outbound and Customer Communications

If the Services include prospect research, lead enrichment, email drafting, outbound support, customer support, or communication workflows, Customer is responsible for target selection, message claims, consent, suppression and unsubscribe handling, data sourcing, campaign approval, and compliance with applicable communications and privacy laws.

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

### 12.2 GEO and Public-Facing Work

If the Services include Generative Engine Optimization, answer-engine visibility, structured data, entity optimization, public profiles, directories, authority distribution, content, or related work, Customer authorizes Marshal to create, edit, publish, submit, distribute, or update public-facing business information as reasonably necessary to perform the Services.

Customer represents and warrants that information provided for public-facing use is accurate, lawful, authorized, non-infringing, and not confidential unless intended for publication. Marshal does not control how search engines, AI systems, directories, publishers, large language models, or other platforms crawl, index, retrieve, display, modify, summarize, cite, rank, suppress, reject, remove, or use public information.

## 13. AI Systems, Automation, and Human Review

Customer authorizes Marshal to configure, deploy, operate, monitor, test, modify, and troubleshoot Agent Systems as reasonably necessary to provide the Services. Agent Systems may:

- Process Customer Data
- Access Customer-authorized systems
- Generate drafts, summaries, classifications, recommendations, or other outputs
- Update records and route information
- Trigger tasks, alerts, reports, notifications, or workflows
- Draft or send communications when authorized
- Interact with Third-Party Platforms
- Maintain approval records, logs, exceptions, and operational events

AI-generated and automated outputs may be incomplete, inaccurate, outdated, misleading, biased, offensive, or inappropriate. Customer must use reasonable human review before relying on outputs or authorizing actions, particularly for legal, financial, medical, employment, housing, education, insurance, credit, safety, regulated, or other high-impact matters.

Unless an Order expressly states otherwise, Marshal is not the final decision-maker for Customer and does not assume Customer's legal or regulatory duties. Customer is responsible for determining whether and how to use any output, recommendation, or automated action.

## 14. Acceptable Use and Platform Protection

Customer and Authorized Users must not, directly or indirectly:

### 14.1 Illegal, Harmful, or Abusive Conduct

- Use the Services in violation of any law, regulation, contract, court order, platform rule, or third-party right
- Engage in fraud, deception, impersonation, phishing, credential theft, unlawful surveillance, stalking, harassment, exploitation, or unauthorized access
- Create, upload, transmit, or distribute malware, ransomware, spyware, worms, viruses, destructive code, exploit code, or other malicious payloads
- Send unlawful spam, deceptive communications, unauthorized messages, or communications that violate applicable consent or opt-out requirements
- Generate or distribute unlawful, defamatory, infringing, discriminatory, deceptive, harmful, or misleading content
- Use the Services to facilitate violence, trafficking, sexual exploitation, illegal goods, sanctions evasion, corruption, bribery, or other illegal activity
- Use the Services for prohibited or unlawful high-impact decisions or without legally required human review

### 14.2 Security Abuse

- Probe, scan, fuzz, penetration-test, or test the vulnerability of the Services without Marshal's prior written authorization
- Bypass or attempt to bypass authentication, access controls, rate limits, usage limits, tenant isolation, safety controls, approval gates, or security measures
- Access or attempt to access another customer's data, systems, Accounts, sessions, tokens, or environments
- Interfere with, disrupt, overload, or degrade the Services or any connected network or Third-Party Platform
- Steal, capture, replay, misuse, or expose credentials, tokens, cookies, sessions, keys, or other authentication material
- Upload or submit prompt-injection instructions, jailbreak instructions, poisoned documents, concealed commands, adversarial content, or other material designed to alter, override, exfiltrate, or defeat Agent System instructions or safeguards
- Upload executable files or code unless Marshal has expressly enabled and authorized that functionality

### 14.3 Intellectual Property Abuse and Competitive Misuse

- Copy, modify, translate, adapt, distribute, sell, lease, sublicense, publish, or create derivative works of the Terminal, Agent Systems, or Marshal Materials except as expressly permitted
- Reverse engineer, decompile, disassemble, decode, reconstruct, discover, or attempt to extract source code, prompts, hidden instructions, policies, skills, credentials, model parameters, orchestration, workflow logic, configurations, architecture, evaluation methods, security controls, operating procedures, or other non-public Marshal Materials
- Scrape, crawl, harvest, index, mirror, or use automated means to access the Services except through an interface or API expressly authorized by Marshal
- Conduct or publish a benchmark, performance test, security test, or competitive analysis of non-public Services without Marshal's prior written consent
- Use access to the Services, Customer Output, or Marshal Materials to build, train, test, benchmark, validate, improve, market, or support a competing product or service
- Circumvent Marshal's managed service to recreate, continue operating, or commercially exploit an Agent System or workflow outside the Services

### 14.4 Account and Commercial Misuse

- Share Accounts, resell access, provide service-bureau access, sublicense the Services, or make the Services available to an unauthorized third party
- Misrepresent identity, authority, affiliation, results, or the relationship between Customer and Marshal
- Remove or obscure proprietary notices or technical protections
- Use the Services in a manner that creates unreasonable legal, security, reputational, operational, or commercial risk

Marshal may investigate suspected violations and may inspect relevant content, logs, and technical records to the extent reasonably necessary to protect the Services, enforce this Agreement, comply with law, or prevent harm. Marshal may block, quarantine, preserve, or delete suspicious content; revoke credentials; disconnect integrations; pause Agent Systems; restrict functionality; or suspend or terminate access. Marshal may report suspected illegal conduct to appropriate authorities and cooperate with lawful investigations.

## 15. Customer Data and Privacy

As between the parties, Customer retains ownership of Customer Data and Customer Materials. Customer grants Marshal and its service providers a non-exclusive, worldwide, royalty-free license during the term to host, copy, access, use, process, transmit, modify, display, and create technical derivatives of Customer Data and Customer Materials solely as reasonably necessary to:

- Provide, secure, maintain, support, and improve the Services
- Carry out Customer's instructions and authorized integrations
- Prevent fraud, abuse, and security incidents
- Troubleshoot problems and enforce this Agreement
- Comply with applicable law

Marshal's collection, use, disclosure, retention, and deletion of personal information are described in the Marshal Privacy Policy available at [https://marshal.ing/privacy](https://marshal.ing/privacy), which is incorporated into these Terms by reference.

Customer represents and warrants that it has all rights, notices, consents, authorizations, and legal bases needed for Marshal to process Customer Data as contemplated by this Agreement.

If the Services require a data-processing agreement, business associate agreement, or special security addendum, the parties must agree to it in writing before Marshal is required to process data subject to those additional terms.

## 16. AI Training and Service Improvement

Marshal does not use Customer Data, Terminal content, connected-system content, or Customer Output to train or fine-tune Marshal models or third-party foundation models unless Customer expressly authorizes that use and Marshal agrees to it in writing.

Marshal may use Usage Data and de-identified or aggregated information to operate, analyze, secure, and improve the Services, provided that Marshal does not use such information to identify Customer, Customer's customers, or Customer's confidential business information.

Marshal may use generalized skills, ideas, methods, workflows, configurations, technical approaches, performance insights, and know-how retained in the unaided memory of its personnel, provided that doing so does not disclose Customer Data or Customer Confidential Information.

Third-party AI providers and other service providers may process Customer Data on Marshal's behalf as described in the Privacy Policy and any applicable data-processing agreement.

## 17. Sensitive and Regulated Information

Customer must not provide, upload, connect, or authorize access to sensitive, regulated, or highly confidential information unless it is necessary for the Services, authorized by Customer, and expressly addressed in an Order or other written agreement.

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

Customer must notify Marshal before authorizing access to regulated data or systems. Unless expressly agreed in writing, Marshal does not act as a HIPAA business associate, financial institution service provider, law firm, regulated legal-services provider, consumer reporting agency, employment decision-maker, insurance professional, education-records processor, or other regulated professional or processor.

## 18. Third-Party Platforms

The Services may depend on or interact with Third-Party Platforms. Customer authorizes Marshal to use Third-Party Platforms as reasonably necessary to provide the Services, subject to the Privacy Policy and any applicable written restrictions.

Marshal does not control and is not responsible for Third-Party Platforms, including their availability, security, performance, policies, prices, data practices, uptime, outputs, accuracy, deliverability, account status, model behavior, API behavior, rate limits, indexing, moderation, or changes.

Customer is responsible for maintaining Customer-controlled accounts, licenses, subscriptions, permissions, and compliance with Third-Party Platform terms unless an Order states otherwise.

Marshal is not liable for delays, failures, interruptions, errors, losses, penalties, takedowns, account restrictions, algorithm changes, API changes, model changes, or other issues caused by a Third-Party Platform, except to the extent Marshal expressly assumes responsibility in an Order.

## 19. Fees, Billing, Renewal, and Cancellation

The Free Trial is governed by Section 8 and does not automatically convert into a paid subscription.

If Customer affirmatively purchases paid Services, Customer will pay the fees and approved expenses stated in the applicable Order. Unless the Order states otherwise:

- Fees are due in advance.
- Subscription fees automatically renew at the interval disclosed at purchase until canceled.
- Customer authorizes Marshal and its payment processors to charge the payment method provided for recurring fees, usage-based fees, approved expenses, pass-through costs, taxes, and other amounts owed.
- Fees are non-refundable except as expressly stated in writing or required by law.
- Customer is responsible for applicable taxes, excluding taxes based on Marshal's net income.
- Marshal may suspend paid Services for overdue amounts.

Before Customer incurs a recurring charge, Marshal will disclose the material subscription terms and obtain Customer's affirmative consent. Marshal will provide an acknowledgment that includes the material terms and cancellation information.

Customer may cancel a subscription through any online cancellation method Marshal makes available or by emailing [support@marshal.ing](mailto:support@marshal.ing). Unless an Order states otherwise, cancellation takes effect at the end of the then-current billing period and stops future renewal charges. Cancellation does not create a refund for an elapsed or partially used period.

Customer must notify Marshal in writing of an invoice dispute within ten days after the invoice date and describe the basis for the dispute. Undisputed amounts remain due.

Marshal may change fees for a future renewal term by providing notice before the new fees take effect.

## 20. Intellectual Property and Output

### 20.1 Customer Materials

As between the parties, Customer retains all right, title, and interest in Customer Data and Customer Materials.

### 20.2 Customer Output

Subject to payment of all applicable amounts, Marshal assigns to Customer Marshal's rights, if any, in Customer Output created specifically for Customer under a paid engagement. For Customer Output delivered during a Free Trial, Marshal assigns those rights upon delivery without requiring payment.

The assignment does not include:

- Marshal Materials
- Third-Party Materials or open-source materials
- Generalized ideas, concepts, methods, skills, techniques, workflows, templates, or know-how
- Intermediate prompts, reasoning, logs, evaluation artifacts, system records, or internal work product
- Material that cannot legally be assigned or is not protected by intellectual-property law

To the extent Marshal Materials are embedded in Customer Output, Marshal grants Customer a perpetual, non-exclusive, non-transferable, non-sublicensable license to use those embedded Marshal Materials solely as necessary to use the Customer Output for Customer's internal business purposes or intended public business use. This license does not authorize extraction or separate use of Marshal Materials.

AI-generated output may not qualify for intellectual-property protection, may not be unique, and may be similar or identical to output provided to others. Marshal does not warrant that Customer Output is protectable, exclusive, or non-infringing.

### 20.3 Marshal Materials

Marshal and its licensors retain all right, title, and interest in the Services and Marshal Materials. Agent Systems, prompts, orchestration, workflow configurations, connectors, monitoring systems, software, deployment methods, and operating procedures are Marshal Materials and are not assigned to Customer unless a mutually signed Order expressly states otherwise.

### 20.4 Feedback

If Customer provides suggestions, comments, ideas, requests, or feedback about the Services, Marshal may use them without restriction or compensation, provided that Marshal does not disclose Customer Confidential Information.

### 20.5 Third-Party Materials

Customer's use of Third-Party Materials is subject to applicable third-party terms and licenses. Nothing in this Agreement transfers rights that Marshal does not possess.

## 21. 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, non-public Customer Data, and non-public Marshal Materials.

The receiving party will:

- Use Confidential Information only to perform or receive the Services or exercise rights under this Agreement
- Protect Confidential Information using at least reasonable care
- Disclose Confidential Information only to personnel, contractors, service providers, professional advisors, or other representatives who need to know it and are bound by confidentiality obligations or professional duties

Confidential Information does not include information that the receiving party can document was publicly available without breach, lawfully known without restriction before disclosure, independently developed without use of the disclosing party's Confidential Information, or lawfully received from another source without restriction.

The receiving party may disclose Confidential Information when required by law, subpoena, court order, or government request, provided it gives advance notice where legally permitted and reasonably cooperates with efforts to seek confidential treatment.

Each party may seek injunctive relief for actual or threatened unauthorized use or disclosure of its Confidential Information.

## 22. Security

Marshal will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. No system is completely secure, and Marshal does not guarantee that a security incident will never occur.

Customer is responsible for security within Customer Systems, Authorized User devices, Customer-controlled accounts, Customer-selected permissions, and Customer's use of the Services.

Customer must promptly report suspected security vulnerabilities or incidents involving the Services to [security@marshal.ing](mailto:security@marshal.ing). Customer may not publicly disclose a non-public vulnerability until Marshal has had a reasonable opportunity to investigate and remediate it, except where applicable law prohibits this restriction.

## 23. Publicity and Attribution

Unless Customer opts out in writing or an Order states otherwise, Customer authorizes Marshal to use Customer's name, logo, non-confidential project description, non-confidential results, testimonial, and public-facing work in Marshal's website, proposals, case studies, research, and other marketing materials.

Upon written opt-out, Marshal will stop new marketing uses and will remove readily controllable references from Marshal-owned channels within a reasonable time. Marshal will not intentionally disclose Customer Confidential Information in public materials without authorization.

Unless Customer opts out in writing or an Order states otherwise, Customer authorizes Marshal to place and maintain a discrete attribution link or credit in an agreed location on Customer's website or other public property that Marshal manages as part of the Services. Marshal will remove the attribution from systems it controls or can reasonably access within a reasonable time after Customer opts out.

## 24. Term, Suspension, and Termination

These Terms begin when Customer first accepts them and remain in effect while Customer has an Account, accesses or uses the Services, participates in a Free Trial, or receives paid Services.

Either party may end a Free Trial at any time. Either party may terminate a paid engagement as stated in the applicable Order. If an Order does not state a termination rule, either party may terminate the paid engagement at the end of the then-current billing period by giving notice before renewal.

Marshal may immediately restrict, suspend, or terminate access to some or all Services if:

- Customer fails to pay amounts owed
- Customer breaches this Agreement
- Customer's use appears unlawful, deceptive, abusive, insecure, or harmful
- Customer's use threatens the Services, another customer, a Third-Party Platform, or any person's rights or safety
- Customer fails to provide required access, information, approvals, or cooperation
- Continued performance would violate law, Third-Party Platform rules, or Marshal's contractual obligations
- Continued performance would create unreasonable legal, security, reputational, operational, or commercial risk
- A Third-Party Platform restriction or event makes continued performance impractical

Where reasonable under the circumstances, Marshal will give Customer notice and an opportunity to cure. Marshal is not required to provide advance notice when immediate action is reasonably necessary to prevent harm, secure the Services, comply with law, protect intellectual property, or address nonpayment or a material acceptable-use violation.

Upon termination or expiration, Marshal may stop the Services, disable Agent Systems, revoke Terminal access, disconnect integrations, revoke Marshal-controlled credentials, and delete or return Customer Data in accordance with the Privacy Policy and any applicable written agreement. Customer must stop using the Services and Marshal Materials.

Sections that by their nature should survive termination will survive, including provisions concerning accrued payment obligations, ownership, licenses intended to be perpetual, confidentiality, disclaimers, liability, indemnification, disputes, and general terms.

## 25. Warranties and Disclaimers

THE SERVICES, TERMINAL, AGENT SYSTEMS, CUSTOMER OUTPUT, AND ALL RELATED MATERIALS 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, QUIET ENJOYMENT, AND RESULTS.

MARSHAL DOES NOT WARRANT THAT:

- THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES
- ANY AI OR AUTOMATED OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, LAWFUL, APPROPRIATE, UNIQUE, OR FIT FOR A PARTICULAR PURPOSE
- ANY THIRD-PARTY PLATFORM WILL REMAIN AVAILABLE OR BEHAVE IN A PARTICULAR WAY
- CUSTOMER WILL ACHIEVE A PARTICULAR RANKING, CITATION, INDEXING RESULT, TRAFFIC LEVEL, LEAD VOLUME, CONVERSION RATE, REVENUE LEVEL, SAVING, EFFICIENCY, OR OTHER OUTCOME
- ANY WEBSITE, INTEGRATION, WORKFLOW, AGENT, MODEL, OR AUTOMATION WILL BE FREE FROM BUGS, DOWNTIME, INTERRUPTIONS, DRIFT, HALLUCINATIONS, UNEXPECTED BEHAVIOR, OR THIRD-PARTY FAILURES

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to Customer.

## 26. No Professional Advice

Marshal does not provide legal, financial, tax, medical, accounting, employment, insurance, investment, or other regulated professional advice. Customer must consult qualified professionals for advice in those areas and is responsible for decisions made based on the Services or Customer Output.

## 27. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MARSHAL AND ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, VENDORS, SERVICE PROVIDERS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITY, LOST GOODWILL, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT SERVICES, OR REPUTATIONAL HARM, ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, 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 THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS CUSTOMER PAID TO MARSHAL FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

FOR CLAIMS ARISING SOLELY FROM A FREE TRIAL OR OTHER PERIOD IN WHICH CUSTOMER PAID NO FEES TO MARSHAL, MARSHAL'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

The exclusions and limitations in this section do not apply to liability that cannot lawfully be excluded or limited. These limitations apply even if a remedy fails of its essential purpose and are an essential basis of the bargain.

## 28. Indemnification

Customer will defend, indemnify, and hold harmless Marshal and its owners, members, managers, officers, employees, contractors, agents, licensors, vendors, service providers, and affiliates from and against third-party claims, demands, actions, investigations, damages, losses, judgments, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

- Customer Data, Customer Materials, Customer Systems, Customer Output as used or modified by Customer, or Customer's instructions
- Customer's or an Authorized User's access to or use of the Services
- Customer's breach of this Agreement
- Customer's violation of law, contract, platform rule, or third-party right
- Customer's products, services, campaigns, communications, business practices, or regulated activities
- Customer's use of AI outputs, automations, workflows, recommendations, or approved actions
- Customer's failure to provide required notices, consents, permissions, authorizations, or legal bases
- Any allegation that Customer Data, Customer Materials, Customer's instructions, or Customer's use of Customer Output infringes, violates, or misappropriates a third party's rights

Marshal will give Customer reasonably prompt notice of a covered claim and reasonable cooperation at Customer's expense. Marshal may assume control of the defense with counsel of its choosing. Customer may not settle a claim in a manner that admits fault by Marshal, imposes obligations on Marshal, or fails to provide Marshal a complete release without Marshal's prior written consent.

## 29. Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, labor disputes, internet or utility outages, cyberattacks, platform outages, vendor failures, governmental actions, war, terrorism, civil unrest, public emergencies, changes in law, algorithm changes, model changes, API changes, or Third-Party Platform restrictions. This section does not excuse Customer's obligation to pay amounts already due.

## 30. Changes to the Services or Terms

Marshal may modify, suspend, discontinue, or update the Services from time to time. Marshal may update these Terms by posting a revised version at [https://marshal.ing/terms](https://marshal.ing/terms) and updating the effective date.

Changes apply prospectively. If a change materially affects Customer's rights or obligations, Marshal will provide reasonable notice through email, the Terminal, the website, or another reasonable method. Customer's continued use of the Services after the effective date of updated Terms constitutes acceptance, except where applicable law requires affirmative consent.

Marshal will not use a retroactive change to grant itself materially broader rights to use Customer Data for AI training without appropriate notice and any consent required by law or contract.

## 31. Governing Law

These Terms are governed by 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 Section 32.

## 32. Dispute Resolution and Arbitration

### 32.1 Informal Resolution

Before filing a claim, the party seeking relief must send the other party a written notice describing the claim and requested relief. The parties will attempt in good faith to resolve the dispute for 30 days after receipt. This requirement does not prevent either party from seeking urgent injunctive relief or filing a qualifying small-claims action.

### 32.2 Agreement to Arbitrate

Except for the matters described in Section 32.3, Customer and Marshal agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties will be resolved by binding arbitration rather than in court.

CUSTOMER AND MARSHAL WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

### 32.3 Exceptions

Either party may bring an individual action in small-claims court if the claim qualifies. Either party may seek injunctive or equitable relief in a court of competent jurisdiction for actual or threatened unauthorized use of intellectual property, misuse of Confidential Information, unauthorized access, security threats, nonpayment, or another urgent matter requiring immediate relief.

### 32.4 Rules and Procedure

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, as modified by these Terms. It will be conducted by one neutral arbitrator. Unless the parties agree otherwise, the arbitration will take place remotely by video conference or in Rockland County, New York.

Each party will bear its own attorneys' fees and costs unless the arbitrator awards them under applicable law, the arbitration rules, or this Agreement. Judgment on the award may be entered in any court with jurisdiction.

### 32.5 Individual Proceedings and Class Waiver

Arbitration may proceed only on an individual basis. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

If the class-action waiver is found unenforceable as to a particular claim or requested remedy, that claim or remedy must proceed in court, not arbitration, after all arbitrable claims are resolved, unless applicable law requires otherwise.

### 32.6 Survival

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

## 33. Notices

Marshal may provide notices by email, Terminal notice, website posting, invoice notice, Account notice, or another reasonable electronic method.

Customer must send legal notices to [support@marshal.ing](mailto:support@marshal.ing) with the subject line "Legal Notice," unless a signed Order requires another method. Privacy requests must be sent to [privacy@marshal.ing](mailto:privacy@marshal.ing). Security reports must be sent to [security@marshal.ing](mailto:security@marshal.ing).

Customer is responsible for keeping Account, contact, and billing information current.

## 34. Assignment

Customer may not assign or transfer this Agreement or any right or obligation under it without Marshal's prior written consent. Marshal may assign this Agreement in connection with a merger, acquisition, financing, reorganization, sale of assets, change of control, or transfer of business operations.

## 35. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, franchise, employment, agency, fiduciary, exclusive, or attorney-client relationship. Marshal may use employees, contractors, vendors, service providers, and technology providers to perform the Services.

## 36. Export Controls and Sanctions

Customer may not access or use the Services in violation of United States export-control or sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a prohibited jurisdiction and is not a person or entity with whom transactions are prohibited under applicable sanctions.

## 37. Severability

If a provision of this Agreement is found unlawful, void, or unenforceable, it will be enforced to the maximum extent permitted and modified or severed to the minimum extent necessary. The remaining provisions will remain in full force and effect.

## 38. Waiver

A failure or delay in enforcing a provision does not waive that provision or any other provision. A waiver must be in writing and signed by the party granting it.

## 39. Entire Agreement

This Agreement constitutes the entire agreement between Customer and Marshal concerning its subject matter and supersedes prior or contemporaneous agreements, proposals, representations, and understandings concerning that subject matter, except for any agreement expressly preserved in a mutually signed Order or addendum.

## 40. Contact Information

For questions about these Terms or the Services, contact:

Growth Marshal, LLC, doing business as Marshal
New York, United States
[support@marshal.ing](mailto:support@marshal.ing)