Terms of Service

Provider: itligt, a registered DBA in West Jordan, Utah ("Solvgent", "we", "us", "our")
Domains: solvgent.com / solvgent.app
Contact: hello [at] solvgent [dot] com

These Terms of Service ("Terms") govern your access to and use of the Solvgent platform, including the marketing site at solvgent.com, the application at solvgent.app, and any related APIs, integrations, or services (collectively, the "Service"). By creating an account, clicking "I agree," or otherwise using the Service, you ("Customer", "you") agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization. If you do not agree to these Terms, you may not use the Service.

1. Definitions

"Account" means the authenticated workspace created by Customer on the Service, including all associated users, brands, content, configurations, and billing records.

"AI Output" means any text, image, video, audio, caption, hashtag, or other content generated by the Service's AI features.

"Authorized User" means an individual (employee, contractor, or agent) authorized by Customer to access the Service under Customer's Account.

"Brand" means a managed social-media client or brand profile inside Customer's Account.

"Customer Data" means all data, content, brand assets, voice samples, prompts, instructions, scheduling preferences, and other materials submitted by Customer or Authorized Users to the Service.

"DPA" means the Data Processing Agreement available at solvgent.com/legal/dpa, incorporated by reference into these Terms.

"Subscription" means Customer's paid plan (Creator, Business, Agency Pro, Enterprise, or any successor plan), including pilot or promotional pricing variations.

"Third-Party Platforms" means external services Customer connects to the Service, such as Meta (Facebook / Instagram), LinkedIn, X, TikTok, YouTube, and Pinterest.

2. Account and Acceptance

2.1 Eligibility. The Service is offered exclusively to business customers. You must be at least 18 years old and have legal authority to enter into a binding contract. You may use the Service only on behalf of a business or organization and not for personal, family, or household purposes.

2.2 Availability by Billing Address. Paid Subscriptions are not currently offered to customers with a Utah billing address. If a checkout is submitted with a Utah billing address, the checkout is cancelled and any charge is refunded automatically. Customers with a Utah billing address may still contact us to ask about availability.

2.3 Account Registration. You agree to provide accurate, current, and complete information when creating an Account, and to keep that information updated. You are responsible for safeguarding credentials for your Account.

2.4 Authorized Users. Customer may invite Authorized Users subject to seat limits applicable to its Subscription plan. Customer is responsible for: (a) ensuring each Authorized User complies with these Terms; (b) the acts and omissions of all Authorized Users; and (c) revoking access promptly when an Authorized User no longer requires it.

2.5 No Sharing. A single Authorized User credential may not be shared by multiple people.

2.6 Security. Customer must notify us promptly at hello [at] solvgent [dot] com of any unauthorized use of its Account.

3. Service Description

3.1 What the Service Does. Solvgent provides a multi-tenant SaaS platform for planning, generating, reviewing, scheduling, and publishing social-media content on behalf of Customer's managed brands. Core capabilities include AI-assisted content generation; a per-brand Brand Brain that stores voice guidance, knowledge and lessons drawn from Customer edits and rejections; an approval-first workflow; scheduled publishing to Third-Party Platforms; analytics and reporting; and optional competitor monitoring and trend signals.

3.2 Human Review and Approval. The Service relies in part on third-party AI model providers. AI Output is generated by probabilistic systems. It may contain errors, be inaccurate, outdated, biased, or unsuitable for a particular purpose. Customer is responsible for reviewing and approving all content before it is published. The Service may run automated checks on AI Output, such as a quality score for voice, readability and consistency with facts Customer provided. These checks are automated, can be wrong, and are not a review for accuracy, legality or suitability. Customer's approval is the final check, and Customer remains responsible for verifying AI Output before approving it.

3.3 No Guarantee of Accuracy or Results. Solvgent does not guarantee the accuracy of AI Output, or any specific level of audience growth, engagement, reach, conversion, or commercial outcome from content created or scheduled with the Service.

3.4 Service Changes. We continuously improve the Service. We may add, modify, or remove features, provided that material reductions in core functionality during a paid term will be communicated in advance and, where they materially degrade Customer's use, will entitle Customer to a pro-rated refund of unused fees.

3.5 Beta Features. Features designated "Beta," "Preview," or "Experimental" are provided AS IS without warranty.

4. Plans, Fees, and Billing

4.1 Plans and Pricing. All prices are in US dollars (USD). Current plans are:

• Creator: $29 per month, or $19 per month billed annually.
• Business: $149 per month, or $119 per month billed annually.
• Agency Pro: $597 per month, or $477 per month billed annually.
• Enterprise: custom pricing, set out in an order form.

Included usage limits (brands, seats, monthly AI drafts and published posts) are listed at solvgent.com/pricing or specified in an order form or pilot agreement. There are no overage charges: when a monthly limit is reached, further use of that feature waits until the next calendar month or an upgrade. Solvgent does not offer a free plan.

4.2 Free Trial. New Accounts may receive a 14-day free trial. No credit card is required to start a trial. The trial runs with most Agency Pro features, capped at 2 brands, 3 connected social accounts, 150 AI generations (30 per day), and 15 publishes. Scheduled assisted drafting is available only on an active paid subscription.At the end of the trial, no charge is made unless Customer chooses a paid plan.

4.3 Billing. All payments are processed by Stripe, Inc. Customer authorizes recurring charges to its payment method for the Subscription fees, plus applicable taxes.

4.4 Automatic Renewal Disclosure. Paid Subscriptions renew automatically at the end of each billing period (monthly or annual) for a period of the same length, and continue until you cancel. Each renewal is charged at the then-current price for your plan. You will receive notice of any price change before it takes effect as described in Section 4.9. You can cancel at any time before the renewal date from the in-app billing portal (Settings, then Billing, then Cancel subscription), or by emailing billing [at] solvgent [dot] com. Cancellation takes effect at the end of the current paid period. See the Cancellation Policy.

4.5 Failed Payment. If a charge fails, we will retry up to three times over seven days and notify Customer by email. If payment remains unresolved after the grace period, we may suspend the Account.

4.6 Pilot Pricing. Pilot pricing, where we offer it, is set forth in a separate Pilot Agreement. It reverts to the then-current standard plan at the end of the pilot term unless Customer cancels or downgrades in writing at least seven (7) days before the pilot end date. See the Pilot Agreement.

4.7 Refunds. Subscription fees are non-refundable except as stated in the Refund Policy, where required by law, where Solvgent terminates without cause mid-period (pro-rated refund of the unused portion), or where a documented material defect in the Service prevents reasonable use and is not cured within thirty (30) days of written notice.

4.8 Taxes. Prices exclude applicable sales tax and other taxes, levies, or duties imposed by taxing authorities. Customer is responsible for any such taxes, other than taxes based on Solvgent's net income. Where we are required to collect sales tax, it will be shown at checkout or on the invoice.

4.9 Price Changes. We may change Subscription prices with at least thirty (30) days' email notice. Price changes take effect at the start of the next renewal period.

5. Generated Content Disclosure

5.1 Customer Responsibility. Customer is responsible for complying with laws and platform policies that apply to AI-generated or AI-assisted content it publishes, including any disclosure to end users, labeling of synthetic media or synthetic personas, and any AI labeling rules of the Third-Party Platform where the content appears.

5.2 What Solvgent Provides. Solvgent records which posts were drafted with AI assistance. Solvgent does not guarantee that any Third-Party Platform will display an AI label.

5.3 No Legal Advice. Solvgent's tooling and metadata do not constitute legal advice or a compliance guarantee. Customer should consult its own counsel.

6. Customer Data and Privacy

6.1 Ownership. As between the parties, Customer retains all rights, title, and interest in and to Customer Data, including all intellectual property rights.

6.2 Processing. Customer grants Solvgent a worldwide, royalty-free, non-exclusive license to host, store, process, transmit, transform, display, and analyze Customer Data for the sole purpose of providing, securing, supporting, and improving the Service for Customer (including maintaining Customer's Brand Brain).

6.3 No Cross-Tenant Training. Solvgent does not use Customer Data to train AI models. Brand Brain voice guidance, knowledge and lessons are stored per brand and are not shared with other customers.

6.4 Privacy Policy and DPA. Our processing of personal data is governed by the Privacy Policy and the DPA, both incorporated by reference. Privacy rights for California residents, including under the California Consumer Privacy Act (CCPA), are described in the Privacy Policy.

6.5 Sub-processors. Current sub-processors are listed at solvgent.com/legal/sub-processors. Customers receive at least 30 days' notice of any additions or replacements.

7. Acceptable Use

Customer agrees not to, and not to allow Authorized Users or third parties to:

• Use the Service to generate, schedule, or publish content that is unlawful, defamatory, obscene, harassing, hateful, discriminatory, deceptive, or fraudulent.
• Send unsolicited bulk messages, spam, or content that violates the CAN-SPAM Act, the Telephone Consumer Protection Act, or other applicable anti-spam and telemarketing laws.
• Impersonate any person or entity or generate political deepfakes, false endorsements, or non-consensual synthetic media.
• Violate the terms of service, community standards, or developer policies of any Third-Party Platform on which Customer publishes via the Service.
• Use the Service to generate or distribute child sexual abuse material, terrorism content, content promoting self-harm, or any category prohibited under applicable law.
• Reverse engineer, decompile, scrape, or attempt to derive the source code, model weights, or underlying algorithms of the Service, except to the extent such restriction is prohibited by applicable law.
• Resell, sublicense, or white-label the Service except as expressly authorized under an Agency Pro or Enterprise Subscription.
• Use the Service to compete with Solvgent, including building a competing product or training a competing AI model.
• Circumvent any usage limits, rate limits, billing controls, or security measures of the Service.
• Connect Third-Party Platform accounts that Customer is not authorized to operate.

We may, at our discretion, suspend or terminate any Account that breaches this Section 7, with or without notice depending on severity.

8. Intellectual Property

8.1 Solvgent IP. Solvgent and its licensors own all rights, title, and interest in the Service, including all software, models, designs, documentation, brand-brain architecture, "Solvgent" wordmark, logos, and trade dress.

8.2 License to Customer. Subject to these Terms and timely payment of fees, Solvgent grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription term for Customer's internal business purposes and, for Agency Pro and Enterprise Customers, on behalf of Customer's clients.

8.3 Customer Content and AI Output. (a) Customer owns Customer Data. (b) As between the parties, Customer owns the AI Output generated specifically for Customer's brands using its prompts and brand-brain data, subject to upstream AI provider terms and to the limits on copyright protection for purely AI-generated material under current US law. (c) Customer is responsible for confirming that AI Output does not infringe third-party rights before publication.

8.4 Feedback. If Customer provides feedback, suggestions, or feature requests, Customer grants Solvgent a perpetual, irrevocable, royalty-free license to use that feedback to improve the Service.

8.5 Usage Data. Solvgent may collect and use aggregated, anonymized, statistical data derived from Customer's use of the Service for analytics, benchmarking, security, and improvement of the Service.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with the Service that is identified as confidential or that a reasonable recipient would understand to be confidential, including pricing, roadmaps, technical architecture, brand strategies, and Customer Data. The receiving party will use it only to perform under these Terms, protect it with at least the same degree of care it uses for its own confidential information (and in no event less than reasonable care), and limit disclosure to need-to-know recipients bound by comparable obligations. Obligations survive for three (3) years after termination, except trade secrets, which are protected as long as they remain trade secrets.

10. Warranties and Disclaimers

10.1 Mutual Warranties. Each party represents that it has the legal power and authority to enter into these Terms.

10.2 Service Warranty. Solvgent warrants that the Service will perform materially in accordance with its published documentation.

10.3 AI OUTPUT DISCLAIMER. AI OUTPUT IS GENERATED BY PROBABILISTIC SYSTEMS. IT MAY CONTAIN INACCURACIES, BIAS, FACTUAL ERRORS, OUTDATED INFORMATION, OR UNINTENDED SIMILARITY TO EXISTING WORKS. SOLVGENT DOES NOT GUARANTEE THE ACCURACY OF AI OUTPUT OR ANY RESULTS FROM ITS USE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND APPROVING ALL AI OUTPUT BEFORE PUBLICATION.

10.4 GENERAL DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 10, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLVGENT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

11.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA.

11.2 LIABILITY CAP. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 EXCEPTIONS. The limitations do not apply to breach of Section 7 (Acceptable Use), payment obligations, indemnification obligations, breach of confidentiality, or gross negligence, willful misconduct, or fraud.

12. Indemnification

12.1 Solvgent Indemnification. Solvgent will defend Customer against any third-party claim that the Service, as provided by Solvgent and used in accordance with these Terms, infringes any third party's intellectual property rights, subject to prompt notice, sole control of the defense, and reasonable cooperation.

12.2 Customer Indemnification. Customer will defend Solvgent against any third-party claim arising from Customer Data, AI Output as published by Customer, Customer's breach of Section 7, Customer's failure to provide required AI disclosures, or Customer's relationship with its own clients.

13. Termination

13.1 By Customer. Customer may cancel its Subscription at any time from the in-app billing portal (Settings, then Billing) or by emailing billing [at] solvgent [dot] com. Cancellation takes effect at the end of the then-current billing period, as described in the Cancellation Policy.

13.2 By Solvgent. Solvgent may terminate any Subscription on thirty (30) days' written notice and will refund pre-paid unused fees on a pro-rated basis.

13.3 For Cause. Either party may terminate immediately on written notice for an uncured material breach (30-day cure) or insolvency event.

13.4 Effect of Termination. Customer's access ends; outstanding fees become immediately due; Customer may export Customer Data for ninety (90) days; sections that by their nature should survive (including 6, 8, 9, 10, 11, 12, 14, and 15) will survive.

14. Governing Law and Disputes

14.1 Governing Law. These Terms are governed by the laws of the State of Utah, USA, without regard to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution. Before initiating any formal dispute, the parties will attempt in good faith to resolve any controversy through senior-management discussions for at least thirty (30) days.

14.3 Arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration is Salt Lake City, Utah. The language is English.

14.4 Opt-Out. You may opt out of the arbitration agreement in Section 14.3 by sending written notice to hello [at] solvgent [dot] com within thirty (30) days after you first accept these Terms. The notice must include your name, your organization, and a clear statement that you are opting out of arbitration. Opting out does not affect any other part of these Terms.

14.5 Class Action Waiver. To the extent permitted by law, both parties waive any right to participate in a class, collective, or representative proceeding, and any dispute will be resolved only on an individual basis.

14.6 Exceptions. Either party may (a) bring an individual claim in small claims court where the claim qualifies, or (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15. Changes to Terms

We may modify these Terms from time to time. Material changes will be communicated by email and posted at solvgent.com/legal/terms at least thirty (30) days before they take effect.

16. Miscellaneous

16.1 Entire Agreement. These Terms, together with the Privacy Policy, DPA, Sub-processor List, and any executed order forms or pilot agreements, constitute the entire agreement between the parties regarding the Service.

16.2 Order of Precedence. (a) an executed order form or pilot agreement controls; then (b) the DPA (for personal data matters); then (c) these Terms; then (d) the published documentation.

16.3 Assignment. Customer may not assign these Terms without our prior written consent, except to a successor in interest by merger, acquisition, or sale of substantially all assets.

16.4 Force Majeure. Neither party is liable for delays due to causes beyond reasonable control.

16.5 Notices. Notices to Solvgent must be sent to hello [at] solvgent [dot] com. Notices to Customer will be sent to the email address on file.

16.6 Independent Contractors. The parties are independent contractors.

16.7 Severability; Waiver. If any provision is held unenforceable, the remaining provisions remain in effect.

16.8 Export Compliance. Customer will comply with all applicable US export and sanctions laws.

Contact:
itligt, a registered DBA in West Jordan, Utah
Attn: Solvgent Legal
West Jordan, Utah, USA
hello [at] solvgent [dot] com