Sercient Terms of Service

Effective Date: July 17, 2026

Operator: Sercient, LLC, a North Carolina limited liability company and subsidiary of Honey Bear Holdings, LLC ("Sercient," "we," "us," "our")

Contact: legal@sercient.ai · 9529 Huntsham Rd, Charlotte, NC 28227

These Terms of Service ("Terms") constitute a legally binding agreement between you and Sercient, LLC governing your access to and use of the Sercient websites located at sercient.ai and app.sercient.ai, and the Sercient search-intelligence platform and all related services, tools, reports, documentation, and content (collectively, the "Service"). By creating an account, clicking "I agree," accessing, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service. Your use of the Service is also governed by our Privacy Policy, accessible at https://sercient.ai/privacy, which is incorporated herein by reference.

1. Eligibility and Authority

1.1 Business Use. The Service is designed and intended exclusively for business and professional use. It is not directed to individual consumers acting in a personal capacity, nor is it directed to children or minors.

1.2 Age Requirement. You must be at least eighteen (18) years of age and possess the legal capacity to enter into a binding contract under applicable law in order to use the Service.

1.3 Organizational Authority. If you access or use the Service on behalf of a corporation, partnership, limited liability company, or other legal entity (an "Organization"), you represent and warrant that you have full authority to bind that Organization to these Terms. In such case, "you" and "your" shall refer to the Organization, and the Organization shall be jointly and severally responsible for all acts and omissions of its authorized users, employees, agents, and contractors in connection with the Service.

1.4 Compliance with Law. You represent and warrant that your use of the Service will comply with all applicable federal, state, local, and international laws, regulations, and ordinances.

2. Accounts, Organizations, and Members

2.1 Registration. To access certain features of the Service, you must create an account by providing a valid email address and creating a password. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy.

2.2 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials, including your password. You are fully responsible for all activities that occur under your account, whether or not authorized by you. You agree to notify us immediately at support@sercient.ai upon becoming aware of any unauthorized use of your account or any other breach of security.

2.3 Organizations and Roles. Each account is associated with an Organization. Organizations may invite additional users and assign roles, including but not limited to owner, administrator, and viewer. The Organization owner is responsible for managing access, assigning and revoking roles, and ensuring that all members and invitees comply with these Terms.

2.4 Invited Users. By inviting a user to join your Organization, you represent and warrant that (a) you have the right to share the relevant account, Organization, and audit data with that individual; (b) you have obtained any necessary consents; and (c) the invited user is bound by obligations no less protective than these Terms with respect to confidential information and acceptable use.

2.5 One Account Per Individual. Each individual may maintain only one user account. Creating multiple accounts to circumvent usage limits, avoid enforcement actions, or for any other purpose is prohibited.

3. Subscriptions, Plans, Quotas, and Billing

3.1 Plans and Quotas. The Service is offered under tiered subscription plans that may impose limits on the number of audits per billing period, the number of brands tracked, the number of competitors analyzed per audit, the AI platforms queried, and such other features or usage parameters as we may establish from time to time. A description of current plans, features, and pricing is available at https://sercient.ai/pricing and within your account billing dashboard. We reserve the right to modify plan configurations, features, and quotas at any time, subject to Section 3.7 below.

3.2 Payment Processing. All paid subscriptions are billed through our third-party payment processor, Stripe, Inc. ("Stripe"). By subscribing to a paid plan, you authorize Sercient and Stripe to charge your designated payment method for the applicable fees at the intervals specified by your plan. You acknowledge and agree that Sercient does not collect, store, process, or have access to your full payment card details; all payment card data is collected, transmitted, and stored exclusively by Stripe in accordance with Stripe's own terms of service and privacy policy.

3.3 Billing Cycle. Fees are billed in advance on a recurring basis, either monthly or annually, depending on the billing cycle selected at the time of subscription. Your billing cycle begins on the date of your initial subscription purchase.

3.4 Automatic Renewal. Unless you cancel your subscription before the end of the then-current billing period, your subscription will automatically renew for successive periods of the same duration at the then-current price. Renewal charges will be applied to the payment method on file.

3.5 Cancellation. You may cancel your subscription at any time through the billing portal accessible within your account. Cancellation takes effect at the end of the then-current billing period; no further renewal charges will be assessed. Upon cancellation, you may continue to access the Service and utilize any remaining unused audit quota until the end of the paid period or until such quota is exhausted, whichever occurs first. Cancellation does not entitle you to a prorated refund for the unused portion of the current billing period.

3.6 Refunds. Except as required by applicable law, all fees are non-refundable. This includes, without limitation, fees for partially used billing periods, audits that have been initiated or completed, and subscription periods during which you elected not to use the Service. We reserve the right, in our sole discretion, to issue refunds or credits on a case-by-case basis, but no such action shall constitute a waiver of this provision or create any future entitlement.

3.7 Price and Plan Changes. We may modify subscription prices, plan features, or quota allocations upon not less than thirty (30) days' prior written notice to you (via email or in-application notification). Price changes shall take effect upon the commencement of your next billing period following the notice period. If you do not agree with a price or plan change, your sole remedy is to cancel your subscription before the change takes effect.

3.8 Taxes. All fees stated are exclusive of applicable taxes, levies, duties, or similar governmental assessments of any nature, including sales, use, value-added, goods and services, or withholding taxes (collectively, "Taxes"). You are solely responsible for the payment of all Taxes associated with your subscription, except for taxes assessed on Sercient's net income.

3.9 Free and Trial Access. We may, at our sole discretion, offer free or trial access to the Service with limited features, quotas, or report detail. Free and trial access is provided without warranty, may be modified, suspended, or terminated at any time without notice, and does not create any entitlement to continued free access.

3.10 Overdue Payments. If any amount owed by you under these Terms remains unpaid after the due date, we reserve the right to (a) suspend or restrict your access to the Service until all outstanding amounts are paid in full; (b) assess a late charge of the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law on all overdue amounts; and (c) recover all costs of collection, including reasonable attorneys' fees.

4. Right to Audit Submitted Domains

4.1 Customer Representation and Warranty. The Service enables you to submit domain names for analysis, including your own brand's domain and the domains of competitors or other third parties. You represent and warrant that, for each domain you submit for auditing, you have a lawful and legitimate business purpose for requesting that analysis, and that doing so does not violate any applicable law, regulation, contractual obligation, or the rights of any third party. This representation applies to every domain submitted under your account, whether submitted by you or by any member of your Organization.

4.2 Publicly Available Data Only. In performing audits, Sercient collects, processes, and analyzes only publicly available information about submitted domains. This includes, without limitation, publicly accessible web page content, structured data (such as schema markup), page metadata, search engine ranking data obtained from third-party SEO data providers, and the results of queries submitted to publicly accessible AI answer engines. Sercient does not attempt to access, crawl, scrape, or retrieve any content or data that is non-public, password-protected, behind authentication barriers, subject to access restrictions (including but not limited to robots.txt exclusions for our crawler), or otherwise not freely available on the open internet. Our automated crawling is limited to a maximum of approximately fifty (50) publicly accessible pages per audited domain per audit cycle.

4.3 No Endorsement or Affiliation. The inclusion of any third-party domain in an audit report does not imply any endorsement, affiliation, sponsorship, or business relationship between Sercient and the operator of that domain.

4.4 Customer Responsibility for Use of Results. You are solely and exclusively responsible for how you use, interpret, distribute, and act upon audit results, including any results, data, scores, or recommendations concerning competitors or other third-party domains. Sercient shall have no liability arising from your use of audit results in connection with any third party.

4.5 Third-Party Objections. If the operator of a third-party domain that has been included in an audit objects to the processing of their publicly available business data, they may contact us as described in our Privacy Policy. We will review such objections in good faith. You acknowledge that the resolution of such objections may affect the scope or content of your audit results.

5. Acceptable Use

5.1 Prohibited Conduct. You agree that you shall not, and shall not permit or authorize any third party to:

(a) use the Service for any purpose that is unlawful, fraudulent, deceptive, defamatory, harassing, threatening, or otherwise objectionable under applicable law;

(b) use the Service to audit, monitor, profile, or surveil any individual person (as distinguished from a business entity) in a manner that violates such person's rights, or to facilitate stalking, harassment, discrimination, or intimidation;

(c) submit domains for auditing for the purpose of competitive sabotage, harassment of the domain operator, or any purpose other than legitimate business intelligence;

(d) attempt to access accounts, data, systems, or networks that you are not authorized to access, including the accounts of other Sercient users;

(e) circumvent, disable, interfere with, or attempt to bypass any usage quotas, rate limits, access controls, security features, or other technical restrictions implemented by the Service;

(f) use any automated means (including bots, spiders, scrapers, or crawlers) to access the Service except through the interfaces and APIs expressly provided by Sercient;

(g) scrape, harvest, copy, redistribute, sublicense, resell, or commercially exploit the Service, the data it generates, or any portion thereof, except as expressly permitted by these Terms or a separate written agreement with Sercient (including any agency or reseller arrangement);

(h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, scoring methodology, data models, or trade secrets of the Service, except to the extent expressly permitted by applicable law that cannot be waived by contract;

(i) upload, transmit, or introduce any virus, malware, trojan horse, worm, time bomb, or other harmful or disruptive code or material to the Service or its infrastructure;

(j) interfere with or disrupt the integrity, performance, availability, or security of the Service, including by imposing an unreasonable or disproportionate load on our infrastructure;

(k) use the Service, its output, its data, or its methodology, in whole or in part, to develop, train, improve, or operate any product, service, or model that competes with or is substantially similar to the Service; or

(l) use any output of the Service to train any machine learning model, artificial intelligence system, or automated decision-making system, except for your own internal business analysis.

5.2 Enforcement. We reserve the right, in our sole discretion, to investigate any suspected violation of this Section 5, and to take any action we deem appropriate, including but not limited to issuing warnings, suspending or terminating your access to the Service, removing content, reporting activity to law enforcement, and pursuing any available legal remedies. We may also throttle, limit, or temporarily restrict usage to protect the Service, its infrastructure, or other customers.

6. AI-Generated Output; No Guarantee of Results

6.1 Nature of Output. Sercient scores, analyses, reports, recommendations, content strategies, competitive assessments, and all other output generated by the Service (collectively, "Output") are produced using a combination of automated computational methods, proprietary algorithms, third-party search engine and SEO data, and artificial intelligence and large language model ("LLM") technologies. You acknowledge and agree that all Output is provided for informational and business intelligence purposes only and constitutes estimates and approximations, not statements of fact, guarantees, or certifications.

6.2 No Performance Guarantee. Sercient expressly disclaims and does not warrant, represent, or guarantee any particular outcome, result, or benefit from your use of the Service or reliance upon any Output. Without limiting the generality of the foregoing, Sercient does not warrant or guarantee any improvement in search engine rankings, AI platform citations or visibility, organic traffic, lead generation, sales, revenue, or any other business metric. Search engines, AI answer engines, and related platforms are owned and operated by third parties, employ algorithms and policies that are proprietary and opaque, and are subject to change at any time without notice to Sercient or to you.

6.3 Potential for Error. Output may contain errors, omissions, inaccuracies, or outdated information. AI-generated recommendations may reflect patterns in training data or third-party sources that do not apply to your specific circumstances. Sercient employs verification and quality assurance measures to minimize errors, including automated hallucination filtering that discards recommendations that cannot be verified against source data; however, no automated system is infallible.

6.4 Not Professional Advice. Output does not constitute, and shall not be construed as, professional, legal, financial, investment, tax, marketing, or other specialized advice. You are solely responsible for independently evaluating, verifying, and validating any recommendation, strategy, or data point before acting upon it, and for engaging qualified professionals where appropriate.

6.5 Third-Party Data Dependency. The accuracy and completeness of Output is dependent upon data provided by third-party sources, including but not limited to DataForSEO (keyword and search ranking data), Perplexity (AI answer engine query results), and Anthropic (AI-powered analysis). Sercient does not control and cannot guarantee the accuracy, completeness, reliability, or timeliness of data from any third-party source. Outages, errors, or changes at any third-party provider may result in partial, delayed, or degraded Output.

7. Third-Party Data and Services

7.1 The Service integrates with and relies upon third-party service providers, data sources, APIs, and platforms. Sercient is not responsible for the availability, accuracy, security, privacy practices, or terms of service of any third-party provider. Your use of the Service does not create any contractual or other relationship between you and any third-party provider.

7.2 We may add, modify, or remove third-party integrations at any time. Changes in third-party data availability or pricing may affect Service features, Output quality, or plan quotas.

8. Intellectual Property

8.1 Sercient's Intellectual Property. The Service, including without limitation all software, code, algorithms, scoring methodologies, data models, trade secrets, user interfaces, designs, text, graphics, logos, trademarks, documentation, and all other content and materials (excluding your inputs and third-party data), is and shall remain the exclusive property of Sercient, LLC and its licensors, and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in or to the Service or Sercient's intellectual property, except for the limited license expressly set forth in Section 8.2 below.

8.2 License to Use the Service. Subject to your compliance with these Terms and payment of all applicable fees, Sercient grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and the reports it generates solely for your internal business purposes during the term of your active subscription. This license terminates immediately upon expiration or termination of your subscription or these Terms.

8.3 Your Content and Inputs. You retain all rights in the data, inputs, brand names, domain names, configurations, and other information you submit to the Service ("Your Content"). By submitting Your Content, you grant Sercient a non-exclusive, worldwide, royalty-free license to use, process, reproduce, and display Your Content solely as necessary to operate and provide the Service, generate your reports, and improve the Service.

8.4 Reports. Subject to these Terms, you may use, reproduce, and distribute the reports generated by the Service for your internal business purposes, including sharing reports with your clients if you are an agency operating under a separate agency agreement with Sercient. You may not resell, sublicense, or commercially redistribute reports as a standalone product.

8.5 Feedback. If you provide Sercient with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Service ("Feedback"), you hereby grant Sercient a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without attribution, compensation, or obligation of any kind to you.

8.6 Aggregated and De-Identified Data. Sercient may create and use aggregated, anonymized, or de-identified data derived from the use of the Service, including industry benchmarks, performance statistics, and trend analyses, provided that such data does not identify you, your Organization, or any individual person. Such aggregated data is and shall remain the property of Sercient.

8.7 Publicity and Customer Identification.

(a) Customer identification. You grant Sercient a limited, non-exclusive, royalty-free license to use your Organization's name and logo to identify you as a customer of the Service, in customer lists, on the Sercient website, and in sales and marketing materials. Any such use shall be in accordance with any trademark usage guidelines you provide to us in writing. You may withdraw this permission at any time by written notice to legal@sercient.ai, and we will discontinue further use within thirty (30) days, provided that we are not obligated to recall or modify materials already distributed or printed.

(b) Case studies and identified results. Sercient will not publish any case study, testimonial, success story, score, metric, ranking, or other result that identifies you or your Organization, or from which you or your Organization could reasonably be identified, without your prior written approval of the specific material to be published. Approval of one publication is not approval of any other. This subsection applies to material that identifies you indirectly as well as directly, including descriptions that would allow a reasonably informed reader in your industry to identify you.

(c) Relationship to Section 8.6. Nothing in this Section 8.7 restricts Sercient's use of aggregated, anonymized, or de-identified data as permitted by Section 8.6, which does not require your approval. Where Sercient publishes benchmark or research data drawn in part from your use of the Service, that data will be presented so that neither you nor your Organization is identified or reasonably identifiable.

(d) Your use of our marks. You may state publicly that you are a customer of Sercient and may use our name and logo for that purpose, in accordance with any trademark usage guidelines we publish. You may not state or imply that Sercient endorses, certifies, or guarantees your products, services, or results.

(e) Individuals. Any use of a named individual's photograph, likeness, title, or quotation in Sercient marketing materials requires that individual's separate consent, which we will obtain directly from them.

9. Confidentiality

9.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with these Terms that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information includes, without limitation, business plans, technical data, product plans, financial information, customer lists, audit results, and proprietary methodologies.

9.2 Obligations. The Receiving Party shall (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than this Section.

9.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

9.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates in any effort to obtain protective treatment.

10. Disclaimers

THE SERVICE, ALL OUTPUT, ALL REPORTS, AND ALL CONTENT AND MATERIALS PROVIDED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERCIENT HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SERCIENT DOES NOT WARRANT THAT (A) THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE SERVICE OR ITS INFRASTRUCTURE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THE OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (E) THE RESULTS OBTAINED FROM THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, SERCIENT'S WARRANTIES ARE LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW.

11. Limitation of Liability

11.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERCIENT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, OR ANY OUTPUT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SERCIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 AGGREGATE LIABILITY CAP. SERCIENT'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY OUTPUT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO SERCIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

11.3 ESSENTIAL BASIS. THE LIMITATIONS IN THIS SECTION 11 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE SERVICE WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

12. Indemnification

12.1 Your Indemnification Obligations. You shall defend, indemnify, and hold harmless Sercient, LLC, Honey Bear Holdings, LLC, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Sercient Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) your access to or use of the Service;

(b) your breach of any representation, warranty, or obligation under these Terms;

(d) your submission of any domain for auditing that you did not have the lawful right to submit, or the unauthorized use of audit results in connection with any third party;

(e) your use, distribution, or reliance upon any Output; or

(f) any dispute between you and any third party arising from or related to your use of the Service.

12.2 Procedure. Sercient will provide you with prompt written notice of any claim subject to indemnification (provided that failure to provide timely notice shall not relieve your obligations except to the extent you are materially prejudiced), and will grant you sole control of the defense and settlement of such claim, provided that (a) you do not settle any claim in a manner that imposes obligations on Sercient or admits fault on Sercient's behalf without Sercient's prior written consent, and (b) Sercient may participate in the defense at its own expense.

13. Term, Suspension, and Termination

13.1 Term. These Terms are effective as of the date you first access or use the Service and shall remain in effect until terminated in accordance with this Section 13.

13.2 Termination by You. You may stop using the Service and close your account at any time by cancelling your subscription through the billing portal and contacting support@sercient.ai.

13.3 Suspension or Termination by Sercient. We may, in our sole discretion, suspend or terminate your access to all or any part of the Service, with or without prior notice, for any reason, including but not limited to: (a) breach or suspected breach of these Terms; (b) non-payment of fees; (c) activity that poses a legal, security, or operational risk to the Service or other users; (d) a request or order from a law enforcement or governmental authority; or (e) an extended period of inactivity. We will use commercially reasonable efforts to provide notice prior to termination except where immediate action is necessary to protect the Service, other users, or to comply with law.

13.4 Effect of Termination. Upon termination or expiration of these Terms or your subscription: (a) your license to access and use the Service immediately terminates; (b) you must cease all use of the Service; (c) you may request export or deletion of your data in accordance with our Privacy Policy; and (d) any outstanding fees become immediately due and payable.

13.5 Survival. The following Sections shall survive any termination or expiration of these Terms: Section 6 (AI-Generated Output; No Guarantee), Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 10 (Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 15 (Governing Law and Dispute Resolution), and Section 16 (Miscellaneous), together with any other provisions that by their nature are intended to survive.

14. Modifications to the Service and These Terms

14.1 Service Modifications. We reserve the right to modify, update, suspend, or discontinue any feature, functionality, or aspect of the Service at any time, with or without notice. We will use commercially reasonable efforts to provide advance notice of material changes to Service functionality.

14.2 Amendments to Terms. We may amend these Terms at any time. For material amendments, we will provide not less than thirty (30) days' prior notice via email to the address associated with your account or through a prominent in-application notification. The updated Terms will indicate the new effective date. Your continued access to or use of the Service after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, your sole remedy is to cease using the Service and cancel your subscription prior to the effective date.

15. Governing Law and Dispute Resolution

15.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms, the Service, or your use thereof shall be governed by and construed in accordance with the laws of the State of North Carolina, United States of America, without giving effect to any choice-of-law or conflict-of-law provisions.

15.2 Exclusive Jurisdiction. Subject to Section 15.3, you and Sercient irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Mecklenburg County, North Carolina for the resolution of any dispute, claim, or controversy arising out of or relating to these Terms or the Service. Each party waives any objection to jurisdiction and venue in such courts, including any objection based on forum non conveniens.

15.3 Binding Arbitration and Class Action Waiver. At Sercient's election, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (excluding claims for injunctive or equitable relief) may be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Charlotte, North Carolina. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND SERCIENT EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

16. Miscellaneous

16.1 Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Sercient with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

16.2 Assignment. You may not assign, delegate, or transfer these Terms or any right or obligation hereunder without Sercient's prior written consent. Sercient may freely assign these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to any affiliate, without your consent and without notice. Any attempted assignment in violation of this provision shall be null and void.

16.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect.

16.4 No Waiver. The failure of Sercient to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any right or provision shall be effective only if made in writing and signed by a duly authorized representative of Sercient.

16.5 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, government action, power failures, internet or telecommunications failures, cyberattacks, or third-party service provider outages.

16.6 Relationship of the Parties. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, agency, or employment relationship between you and Sercient. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

16.7 Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered by email to: (a) Sercient, at legal@sercient.ai; and (b) you, at the email address associated with your account. You are responsible for keeping your email address current.

16.8 Contact. Sercient, LLC · 9529 Huntsham Rd, Charlotte, NC 28227 · legal@sercient.ai · support@sercient.ai