Terms of Service

The short version

• You own your data. We own the platform. Neither changes because you used the other.
• Fees are set in your Order Form. Deposits are non-refundable and event balances are due seven days before the event.
• You are responsible for having a lawful basis to contact the people you upload, and for reviewing what an agent drafts before it goes out.
• Guests we introduce you to are for the engagement. You do not get to resell them or load them into another database.
• Our liability is capped at the fees you paid in the prior twelve months, with narrow exceptions for indemnities, intellectual property, and trade secrets.
• California law, San Francisco courts.

01. The agreement

These Terms of Service ("Terms") are a binding agreement between Marvelous United, Inc., a Delaware corporation ("Marvelous," "we," "us"), and the entity or person agreeing to them ("Customer," "you"). They govern your access to and use of the Marvelous platform, agents, websites, and related services (together, the "Services").

You accept these Terms by signing an Order Form, clicking to accept, or using the Services. If you are accepting on behalf of a company, you represent that you have authority to bind it, and "you" means that company.

Where you and Marvelous have signed a separate master agreement, that agreement controls over these Terms to the extent of any conflict. Order Forms and any Event Booking Agreement are incorporated by reference, together with any Data Processing Addendum the parties execute. In a conflict, the order of precedence is: signed master agreement, then Order Form, then Event Booking Agreement, then any executed Data Processing Addendum, then these Terms.

02. Definitions

03. Accounts

You must be at least 18 and legally able to enter contracts. You are responsible for the accuracy of your account information, for maintaining the confidentiality of credentials, for all activity under your account, and for your Users' compliance with these Terms.

Notify us promptly at legal@themarvelo.us if you suspect unauthorized access. We may suspend access to protect the Services or other customers, and will tell you why as soon as we reasonably can.

04. The Services

Subject to these Terms and your Order Form, we grant you a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for your internal business purposes.

4.1 Changes to the Services

We improve the Services continuously and may add, modify, or remove features. We will not materially degrade the core functionality you purchased during a paid term. If we do, you may terminate the affected subscription and receive a pro rata refund of prepaid, unused fees.

4.2 Beta features

Features labeled beta, preview, or early access are provided as is, may be discontinued at any time, and are excluded from any service commitment. Do not rely on them for production workflows.

4.3 Support and availability

Support channels and any uptime commitment are as stated in your Order Form. Absent a written commitment, the Services are provided without a service level agreement.

05. Fees and billing

5.1 Fees

Fees, currency, billing frequency, and any usage-based or activation components are set in your Order Form. Fees are quoted as a single all-in amount. Marvelous engages and pays its own vendors, and fees are not itemized by component.

5.2 Payment terms

Unless the Order Form says otherwise, subscription fees are invoiced in advance and due on receipt. For Events, a deposit is due on signature and the remaining balance is due no later than seven days before the Event date.

5.3 Deposits

Deposits are non-refundable. They secure venue holds, vendor commitments, and curation work that begins immediately and cannot be recovered if you cancel.

5.4 Late payment

Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. You will reimburse reasonable costs of collection, including attorneys' fees. We may suspend the Services or postpone an Event if payment is more than ten days overdue, after written notice.

5.5 Taxes

Fees exclude taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our net income. If you are exempt, provide a valid certificate before invoicing.

5.6 Renewal and price changes

Subscriptions renew automatically for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the term ends. We may adjust renewal pricing with at least 45 days' written notice before the renewal date.

5.7 No refunds

Except where these Terms expressly provide otherwise, fees are non-refundable and payment obligations are non-cancelable.

06. Events

6.1 Scope

Event scope, date, venue, guest profile, headcount target, and deliverables are set in the applicable Order Form or Event Booking Agreement. Anything outside that document is out of scope until agreed in writing.

6.2 Attendance is not guaranteed

We commit to the outreach, curation, and confirmation process described in your scope. We do not guarantee that any specific individual, company, or number of guests will attend. Attendance depends on third parties we do not control.

6.3 Changes and cancellation

Date and venue changes are subject to availability and to vendor terms, which may impose their own charges. Non-refundable amounts already committed to vendors remain payable. If you cancel within 14 days of the Event, the full fee is due.

6.4 Conduct and content

You are responsible for your representatives' conduct at Events. Where an Event is recorded or photographed, we post notice and honor opt-out requests. You grant us the right to reference the Event and use resulting photography for case studies and marketing, subject to your prior written approval of any use of your name or marks.

6.5 Force majeure affecting Events

If an Event cannot proceed because of an event described in section 20.4, the parties will work in good faith to reschedule. Amounts already committed to vendors are not refundable, and we will apply recoverable amounts to the rescheduled Event.

07. Customer Data

7.1 Ownership

You retain all right, title, and interest in Customer Data. We claim no ownership of it.

7.2 License to us

You grant us a limited, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide, secure, and support the Services, and to comply with law.

7.3 Your responsibilities

You represent that you have all rights, consents, and lawful bases necessary for us to process Customer Data as contemplated here, including for any contact records you upload or connect. You are responsible for the accuracy and legality of Customer Data and for notices to individuals where required.

7.4 Restricted data

Do not submit government identifiers, financial account numbers, health records, biometric identifiers, information about anyone under 18, or data subject to HIPAA, PCI DSS, GLBA, FERPA, ITAR, or comparable regimes, unless we have agreed in writing in advance. Dietary and accessibility notes needed for hospitality are permitted and should be limited to what is necessary.

7.5 Aggregated data

We may generate and use aggregated, de-identified data derived from use of the Services to operate, improve, benchmark, and market the Services, provided it does not identify you, your Users, or any individual, and is not disclosed in a form attributable to you.

7.6 Deletion and export

You may export Customer Data during the term. After termination we delete or return Customer Data within 30 days, except for backups expiring on their normal cycle and records we must retain by law.

08. Agent output

The Services use large language models to draft, research, sequence, and score. This has practical consequences you should understand.

• Output can be wrong. It may be inaccurate, incomplete, or outdated. You are responsible for reviewing Output before you send, publish, or act on it.
• Output is not advice. Nothing the Services produce is legal, tax, financial, or professional advice.
• Output is not exclusive. We make no representation that Output provided to you will differ from Output provided to any other customer, and we grant no exclusivity in Output.
• Outcomes are not promised. We do not warrant any level of pipeline, revenue, reply rate, or attendance resulting from use of the Services.
• You own your Output. As between you and us, you own Output generated from your Customer Data and prompts, subject to our rights in the underlying Services.

Where you configure an agent to send communications automatically, you remain the sender of record and remain responsible for compliance under section 09.

09. Acceptable use

9.1 Outbound communications

Marvelous sends messages you configure. You are the sender. You will comply with all laws applicable to those communications, including the CAN-SPAM Act, CASL, the ePrivacy Directive, the GDPR and UK GDPR, the TCPA, and state analogues. Specifically, you will:

• maintain a lawful basis or consent for every contact you upload or connect;
• not upload purchased, scraped, or rented lists you lack the right to use;
• include accurate sender identification and a working unsubscribe mechanism;
• honor unsubscribe and objection requests promptly and maintain suppression lists;
• not use false headers, misleading subject lines, or deceptive sender identities.

9.2 Prohibited conduct

You will not, and will not permit anyone to:

• reverse engineer, decompile, or attempt to derive the source code, models, or architecture of the Services;
• copy, resell, sublicense, or provide the Services to a third party except as your Order Form permits;
• use the Services to build or train a competing product or model;
• benchmark or publish performance results without our prior written consent;
• circumvent usage limits, rate limits, or access controls;
• probe, scan, or test the vulnerability of the Services without written authorization;
• upload malware or interfere with the integrity or performance of the Services;
• use the Services to harass, defraud, or discriminate unlawfully, or to generate unlawful, infringing, or deceptive content;
• use the Services in violation of export control or sanctions law, including by making them available to a person or entity on a restricted party list.

9.3 Enforcement

We may investigate suspected violations and may suspend or limit access where we reasonably believe a violation creates risk to the Services, to us, or to a third party. Where practicable we give notice and an opportunity to cure first. Repeated or material violations are grounds for termination under section 14.3.

10. Third-party services

The Services integrate with third-party products you choose to connect, and Events involve third-party venues and vendors. Your use of a third-party product is governed by that provider's terms, and we are not responsible for it. If a third party changes or discontinues its product or API, we may modify or discontinue the corresponding integration. Where you authorize an integration, you authorize us to transmit Customer Data to it as necessary for the integration to function.

11. Intellectual property

11.1 Our rights

We and our licensors own all right, title, and interest in the Services, including the platform, agents, models and prompts we develop, the Revenue Graph, documentation, and all improvements. No rights are granted except those expressly stated.

11.2 Feedback

If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you. We will not identify you as the source without your consent.

11.3 Marks and publicity

Neither party may use the other's name, logo, or marks without prior written consent, except that we may identify you in a customer list and you may identify us as your vendor. Consent to a specific case study, quote, or press mention is required each time.

12. Confidentiality

Each party may receive information the other marks as confidential or that is reasonably understood to be confidential, including guest lists, pricing, roadmaps, and non-public business information. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors who need it and are bound by comparable duties.

Guest and network data. Where Marvelous provides Customer with information about guests, attendees, or prospective attendees sourced from Marvelous’s own network, Customer may use that information only to carry out the engagement for which it was provided. Customer will not resell it, transfer it to a third party, incorporate it into a database or product offered to others, or use it to build or enrich a contact dataset outside the engagement. This restriction survives termination.

These obligations do not apply to information that is or becomes public without breach, was already known without duty of confidence, is independently developed, or is rightfully received from a third party. If disclosure is legally compelled, the receiving party will give prompt notice where permitted and disclose only what is required. Obligations continue for three years after termination, and indefinitely for trade secrets and guest list data.

13. Privacy and security

Our handling of personal information is described in the Privacy Policy. Where we process personal information on your behalf, we will enter into a data processing addendum on request, which is incorporated into these Terms once executed. Request our current DPA and subprocessor list at legal@themarvelo.us.

We maintain a security program with administrative, technical, and physical safeguards appropriate to the sensitivity of the data we process, and we will notify you without undue delay of any confirmed breach affecting Customer Data.

14. Term and termination

14.1 Term

These Terms begin when you first accept them and continue until all subscriptions and Order Forms have expired or been terminated.

14.2 Termination for convenience

Either party may decline to renew under section 5.6. Neither party may terminate a paid subscription term early for convenience.

14.3 Termination for cause

Either party may terminate for material breach if the breach is not cured within 30 days of written notice, or immediately for non-payment more than 30 days overdue, for a material violation of section 09, or if the other party becomes insolvent or subject to bankruptcy proceedings.

14.4 Effect

On termination, your right to access the Services ends, amounts accrued through the termination date become immediately due, and we handle Customer Data as described in section 7.6. If we terminate for cause, no refund is owed. If you terminate for our uncured material breach, we refund prepaid, unused fees on a pro rata basis.

14.5 Survival

Sections 5, 7.1, 7.5, 8, 11, 12, 15, 16, 17, 18, and 20 survive termination, along with any other provision that by its nature should.

15. Warranties and disclaimers

Each party represents that it has authority to enter these Terms. We warrant that we will provide the Services with reasonable skill and care and in a manner consistent with generally accepted industry practice.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES, INCLUDING ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARVELOUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MARVELOUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT ANY PARTICULAR BUSINESS RESULT, ATTENDANCE LEVEL, OR REVENUE OUTCOME WILL BE ACHIEVED.

16. Indemnification

16.1 By Marvelous

We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and we will pay damages finally awarded or amounts we agree in settlement. This does not apply to claims arising from Customer Data, your modifications, use in combination with anything we did not supply, or use in violation of these Terms. If a claim arises, we may modify the Services, procure rights, or terminate the affected subscription and refund prepaid, unused fees.

16.2 By Customer

You will defend us against any third-party claim arising from Customer Data, your Output use, your communications to third parties, your breach of section 07 or section 09, or your conduct or your representatives' conduct at an Event, and you will pay damages finally awarded or amounts you agree in settlement.

16.3 Process

The indemnified party will give prompt written notice, allow the indemnifying party to control the defense, and provide reasonable cooperation at the indemnifying party's expense. No settlement that imposes obligations on the indemnified party may be made without its consent.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST PIPELINE, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MARVELOUS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your obligation to pay fees, to either party's indemnification obligations under section 16, to misappropriation of the other party's trade secrets, to unauthorized use or infringement of the other party's intellectual property, to breach of the guest and network data restriction in section 12, or to liability that cannot be limited by law, including fraud, gross negligence, and willful misconduct. For any other breach of section 12, each party's aggregate liability will not exceed two times the total fees paid or payable by Customer in the twelve months preceding the event giving rise to the claim.

These limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. They reflect an allocation of risk that both parties agree is reasonable and that is reflected in the pricing.

18. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, the parties will attempt to resolve the dispute in good faith for 30 days after written notice, with escalation to a senior executive of each party.

Any dispute not resolved that way will be brought exclusively in the state or federal courts located in San Francisco County, California. Each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum. Each party knowingly and voluntarily waives any right to a jury trial. Either party may seek injunctive relief in any court to protect its intellectual property or confidential information. Claims must be brought within one year after the claim arises.

19. Changes to these Terms

We may update these Terms. For material changes affecting a paid subscription, we will give at least 30 days' written notice, and the change takes effect on your next renewal. For all other changes, we will update the effective date and version above. Continued use after the effective date constitutes acceptance. Where a change materially reduces your rights during a paid term, you may terminate the affected subscription within 30 days of notice and receive a pro rata refund of prepaid, unused fees.

20. General

20.1 Assignment

Neither party may assign these Terms without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice to the other party. Any other attempted assignment is void.

20.2 Independent parties

The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.

20.3 Notices

Legal notices to us go to legal@themarvelo.us and to our registered address. Notices to you go to the billing or administrative contact on your account. Notice is effective on delivery, or one business day after sending by email absent a bounce.

20.4 Force majeure

Neither party is liable for delay or failure to perform, other than payment obligations, caused by circumstances beyond its reasonable control, including natural disaster, fire, flood, epidemic or public health emergency, war, terrorism, civil unrest, labor action, government order, utility or telecommunications failure, and failure of a third-party infrastructure provider.

20.5 Severability and waiver

If a provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in effect. Failure to enforce a provision is not a waiver of it.

20.6 Entire agreement

These Terms, together with the documents incorporated in section 01, are the entire agreement on this subject and supersede all prior proposals and understandings. Any purchase order or vendor portal terms you issue are for administrative convenience only, and their terms have no effect.

20.7 Government users

If you are a US federal government entity, the Services are commercial computer software provided with only the rights granted to all other customers under these Terms, consistent with FAR 12.212 and DFARS 227.7202.

20.8 Third-party beneficiaries

There are none.

21. Contact

Marvelous United, Inc.

1401 Pennsylvania Ave, STE 105, Box 2088
Wilmington, DE 19806, United States

Legal and security: legal@themarvelo.us