Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.

2. Definitions

"Authorized User" means an individual whom Customer permits to access the Service under Customer's account.

"Connected Account" means an advertising, retail media, analytics, or other third-party platform account that Customer connects to the Service.

"Customer Data" means data that Customer submits to the Service, or that the Service retrieves from Customer's Connected Accounts, including campaign, spend, performance, and attribution data.

"Derived Data" means data that Voltano generates by normalizing, enriching, structuring, modeling, or analyzing Customer Data using Voltano's proprietary methodology, including Voltano's computed metrics and performance classifications.

"Documentation" means the user guides, help content, and technical documentation Voltano makes available for the Service.

"Output" means insights, reports, dashboards, analyses, recommendations, and other materials the Service produces for Customer, including AI-generated material.

"Service" has the meaning given above and includes the platform, dashboards, APIs, data pipeline, recommendation engine, and execution features Voltano makes available.

"Statement of Work" or "SOW" means a document signed by both parties that references an MSA and sets out the scope, deliverables, term, and fees for a particular engagement.

3. Accounts, Authorized Users, and Connected Accounts

3.1 Accounts

You must provide accurate registration information and keep it current. You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at support@voltano.ai of any unauthorized use.

3.2 Authorized Users

Customer is responsible for managing Authorized User access, including provisioning and promptly deprovisioning accounts. Customer is responsible for all activity that occurs under Authorized User credentials, and for ensuring that each Authorized User complies with these Terms. Customer will not permit any person other than an Authorized User to access the Service using Customer's account.

3.3 Connected Accounts

Customer may connect Connected Accounts to the Service. Customer represents and warrants that it has the authority to connect each Connected Account, to grant Voltano access to the data in it, and to authorize any actions Voltano takes against it on Customer's behalf. Customer may disconnect a Connected Account at any time, which stops further data collection and any automated execution against that account. Customer's use of each underlying platform remains governed by that platform's own terms, as described in Section 8.

4. Acceptable Use

You agree not to:

• Use the Service in violation of any law or third-party rights, including the terms of any connected advertising platform.
• Attempt to gain unauthorized access to the Service or its related systems.
• Reverse engineer, decompile, resell, sublicense, or copy the Service except as permitted by law.
• Introduce malware or otherwise interfere with the integrity, security, or performance of the Service.
• Use the Service, Derived Data, or Output to build, train, or operate any product or service that competes with Voltano.

5. Customer Data

5.1 Ownership

As between the parties, Customer owns and retains all rights in Customer Data.

5.2 License to Voltano

Customer grants Voltano a non-exclusive, worldwide, royalty-free license during the term to host, store, reproduce, process, transmit, normalize, enrich, and analyze Customer Data solely to: (a) provide, operate, maintain, and support the Service for Customer; (b) generate Derived Data and Output for Customer; (c) execute optimizations that Customer has approved or authorized; and (d) create de-identified and aggregated data as permitted by Section 5.3. This license ends when the applicable retention and deletion periods in Section 5.5 expire.

5.3 Derived Data and Output

Voltano owns Derived Data and Output, subject to Customer's right to access and use them during the term for Customer's internal business purposes. Customer will not (a) sell, license, or redistribute Derived Data or Output to any third party; (b) use Derived Data or Output to train any machine-learning model; or (c) use Derived Data or Output to develop or operate any product or service that competes with Voltano.

Voltano may create and use de-identified, aggregated data derived from Customer Data to operate and improve the Service, provided that such data does not identify Customer, any Authorized User, or any individual, and is not disclosed in a form that would allow a third party to attribute it to Customer.

5.4 Operational retention

During the term, Voltano retains up to fifteen (15) months of campaign-, ad-set-, and ad-level data, and up to sixty (60) days of keyword- and search-term-level data. Older data is purged on a rolling basis. Customer is responsible for exporting any data it wishes to retain beyond these windows.

5.5 Return and deletion

On termination or expiration:

• a. Platform-resident data. Raw performance data on the underlying advertising platforms remains accessible to Customer directly through Customer's own platform accounts and is governed by each platform's terms and retention policies. Voltano has no role in providing, exporting, or preserving that data.
• b. Voltano warehouse dataset. On Customer's written request received within ninety (90) days after termination, Voltano will export the normalized cross-platform dataset Voltano maintained on Customer's behalf and make it available in a commercially reasonable structured format. The retention limits in Section 5.4 cap the historical depth available at export.
• c. Derived Data. Voltano will not return Derived Data. Derived Data is generated using Voltano's proprietary methodology and constitutes Voltano's intellectual property as applied to Customer Data.
• d. Deletion. After the ninety-day export window closes, Voltano will delete Customer Data within sixty (60) days, except for (i) data Voltano is required to retain by law; (ii) data that exists only in routine backup form, which is deleted in the ordinary course; and (iii) de-identified or aggregated data.

6. AI and Automated Execution

6.1 Use of AI

The Service uses artificial intelligence and machine-learning systems, including third-party large language models, to normalize data, compute metrics, generate analyses, and produce recommendations.

6.2 Advisory nature of Output

Output is advisory. Voltano does not warrant that Output is accurate, complete, or suitable for any particular purpose, and does not guarantee any business, revenue, or performance result. Customer is solely responsible for reviewing Output before relying on or acting on it, and for all decisions Customer makes on the basis of Output.

6.3 Automated execution

Where Customer expressly enables automated execution for a Connected Account, the Service may apply approved optimizations directly to that Connected Account via API. Automated execution operates only within the approvals, thresholds, and permissions Customer configures, and Customer may modify or withdraw that enablement in writing at any time. Customer is responsible for setting and maintaining spend caps and other controls on its Connected Accounts. Where automated execution is not enabled or not supported by the underlying platform, Voltano executes approved optimizations manually.

Customer is responsible for all actions Customer authorizes the Service to take against a Connected Account, and the limitation in Section 13.4 applies to those actions.

6.4 No training on Customer Data

Voltano does not use Customer Data to train Voltano's own machine-learning models, and Voltano's AI sub-processors are contractually prohibited from using Customer Data to train their models. Voltano's current AI sub-processors are identified in the Privacy Policy.

7. Fees and Payment

Paid plans are billed according to the pricing and billing cycle presented at purchase, or as set out in an applicable SOW. Unless stated otherwise, fees are due monthly in advance, are non-refundable, and are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, withholding, or similar taxes, other than taxes on Voltano's net income.

Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Voltano may suspend the Service for non-payment after fifteen (15) days' written notice of past-due amounts.

Subscription fees are not adjusted based on the volume of data processed, queries run, recommendations generated, or optimizations executed, unless an SOW expressly establishes usage-based pricing.

Customer pays all advertising platform fees and media spend directly through Customer-controlled accounts. Voltano does not invoice, manage, or take any margin on Customer's media spend.

8. Third-Party Platforms

The Service integrates with third-party advertising, retail media, and analytics platforms. Customer's use of those platforms is governed by their own terms and policies. Voltano is not responsible for their availability, accuracy, data quality, API changes, or actions, and is not liable for any interruption, limitation, or loss arising from them.

9. Confidentiality

9.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. Voltano's pricing, product roadmap, non-public Documentation, Derived Data structure, and underlying methodology are Voltano's Confidential Information. The existence and terms of any MSA or SOW are the Confidential Information of both parties.

9.2 Obligations

Recipient will: (a) use Confidential Information solely to perform under, or exercise its rights under, these Terms and any MSA or SOW; (b) protect it with at least the degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) disclose it only to its employees, contractors, advisors, and sub-processors who need it for that purpose and who are bound by confidentiality obligations at least as protective as this Section 9. Recipient is responsible for any breach by those persons.

9.3 Exclusions

Section 9.2 does not apply to information that Recipient can demonstrate: (a) was known to it without restriction before disclosure; (b) is or becomes public through no fault of Recipient; (c) is rightfully received from a third party without a duty of confidentiality; or (d) was independently developed without use of or reference to Discloser's Confidential Information.

9.4 Compelled disclosure

Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives Discloser prompt written notice where legally permitted and reasonable cooperation in seeking protective treatment, and discloses only what is legally required.

9.5 Duration and return

The obligations in this Section 9 continue for three (3) years after disclosure, and indefinitely for any Confidential Information that constitutes a trade secret for as long as it remains one. On written request after termination, Recipient will return or destroy Confidential Information in its possession, except for copies retained in routine backups or as required by law, which remain subject to this Section 9.

10. Intellectual Property

The Service, including its software, models, prompts, design, structure, and content (excluding Customer Data), is owned by Voltano and its licensors and is protected by intellectual-property laws. For clarity, Voltano owns and retains all rights in the Marketing Engine framework, the CASA naming convention, the methodology that produces Derived Data, and all Documentation.

These Terms grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term for Customer's internal business purposes. No other rights are granted, by implication or otherwise.

Customer retains all rights in Customer Data and in Customer's trademarks and brand assets. Customer grants Voltano a limited licence to use Customer's name and logo as permitted in an applicable MSA or, absent an MSA, with Customer's consent.

If Customer provides feedback or suggestions about the Service, Voltano may use them without restriction or obligation.

11. Warranties and Disclaimers

11.1 Mutual warranties

Each party warrants that it has the legal power and authority to enter into these Terms and to perform its obligations.

11.2 Service warranty

Voltano warrants that it will provide the Service with reasonable care and skill, in a manner consistent with generally accepted industry standards. Voltano will use commercially reasonable efforts to maintain Service availability and will respond to support requests submitted to support@voltano.ai within one (1) business day.

11.3 Disclaimers

Except as expressly stated in Section 11.2, the Service and all Output are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. Voltano does not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, Output, or any recommendation will produce particular business, revenue, or performance results.

12. Indemnification

12.1 By Voltano

Voltano will defend Customer against any third-party claim alleging that the Service, as provided by Voltano and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify Customer against damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, Customer's Connected Accounts, Customer's combination of the Service with anything not supplied by Voltano, or Customer's use of the Service in breach of these Terms.

12.2 By Customer

Customer will defend Voltano against any third-party claim arising from Customer Data, Customer's Connected Accounts, Customer's advertising content or media spend, or Customer's breach of these Terms, and will indemnify Voltano against damages and costs finally awarded or agreed in settlement.

12.3 Procedure

The indemnified party will give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

13. Limitation of Liability

13.1 Exclusion of indirect damages

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business, or lost or corrupted data, arising out of or related to these Terms, regardless of the theory of liability and even if advised of the possibility.

13.2 Cap

Each party's total cumulative liability arising out of or related to these Terms will not exceed the amounts paid or payable by Customer to Voltano for the Service during the twelve (12) months immediately preceding the event giving rise to the liability.

13.3 Carve-outs

Sections 13.1 and 13.2 do not limit: (a) Customer's obligation to pay fees due; (b) either party's indemnification obligations under Section 12; (c) either party's breach of Section 9 (Confidentiality); or (d) liability that cannot be limited by law, including fraud, willful misconduct, gross negligence, and death or personal injury caused by negligence.

13.4 Advertising spend

Voltano is not responsible for Customer's advertising spend or for the spend, revenue, or business outcome resulting from any change executed against a Connected Account, whether executed automatically or manually, and whether or not the change followed a Voltano recommendation. Customer is responsible for setting and maintaining spend caps and other controls on its Connected Accounts. Any Voltano liability for actions Customer authorized the Service to take is subject to the cap in Section 13.2.

14. Term, Suspension, and Termination

These Terms apply from the date you first access the Service and continue while you use it, or for the term set out in an applicable MSA or SOW.

Voltano may suspend access where required to protect the security or integrity of the Service, to comply with law, or for non-payment after the notice period in Section 7. Either party may terminate for cause if the other materially breaches these Terms and fails to cure within thirty (30) days after written notice describing the breach.

On termination or expiration: Customer's right to access the Service ends; Customer remains liable for all fees accrued through the effective date; Customer Data is handled under Section 5.5; and provisions that by their nature should survive will survive, including Sections 2, 5.3, 5.5, 9, 10, 11.3, 12, 13, and 15.

15. General

15.1 Changes to these Terms

Voltano may revise these Terms from time to time. We will post the updated version with a new "Last updated" date and, for material changes that adversely affect your rights or obligations, provide at least thirty (30) days' advance notice. Continued use after changes take effect constitutes acceptance. Where an MSA is in place, the change-management provisions of that MSA control.

15.2 Assignment

Neither party may assign these Terms without the other's prior written consent, except that either party may assign them in full, on written notice, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any other attempted assignment is void.

15.3 Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failure, or the failure, suspension, or material modification of a third-party platform.

15.4 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in full force.

15.5 No waiver

A party's failure or delay in enforcing a provision is not a waiver of that provision or of any other. A waiver is effective only if in writing and signed by the waiving party.

15.6 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship. Neither party may bind the other.

15.7 Entire agreement and order of precedence

These Terms, together with the Privacy Policy and any MSA, SOW, or Documentation referenced in them, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on that subject. In case of conflict, the following order of precedence applies: (1) any executed MSA; (2) any executed SOW; (3) these Terms; (4) the Documentation. An MSA may expressly establish a different order of precedence between the parties to it.

15.8 Governing law and venue

These Terms are governed by the laws of the State of California, excluding its conflict-of-law rules. The state and federal courts located in Marin County, California have exclusive jurisdiction over any dispute arising out of or related to these Terms, and each party consents to that jurisdiction and venue.

15.9 Notices

Notices to Voltano must be sent to legal@voltano.ai and, where an MSA is in place, to the postal address set out in that MSA. Notices to Customer: the billing or account contact on file, or the contact specified in an applicable SOW. Notices are effective on delivery if sent by email with confirmation of receipt, or two business days after deposit with a recognized courier.

15.10 Counterparts and electronic signatures

Any agreement referencing these Terms may be executed in counterparts and by electronic signature, each of which is deemed an original.

16. Contact

• Questions about these Terms: legal@voltano.ai
• Privacy questions: privacy@voltano.ai
• Support: support@voltano.ai

Voltano is operated by Marketing Engine LLC, a California limited liability company.