Terms of Service

Provider: itligt ("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 portal at solvgent.app, and any related APIs, integrations, mobile applications, 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 an 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 tier), 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, Pinterest, Threads, and similar networks.

2. Account and Acceptance

2.1 Eligibility. The Service is offered exclusively to business users. You must be at least 18 years old and have legal authority to enter into a binding contract.

2.2 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.

2.3 Authorized Users. Customer may invite Authorized Users subject to seat limits applicable to its Subscription tier. 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.

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

2.5 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-tenant brand brain that learns from Customer approvals and rejections; an approval-first workflow; scheduled publishing to Third-Party Platforms; analytics and reporting; and optional competitor monitoring and trend signals.

3.2 AI Nature of the Service. The Service relies on third-party AI models including Anthropic Claude and OpenAI GPT. AI Output is probabilistic, may be inaccurate, biased, or unsuitable, and must be reviewed by Customer before publication.

3.3 No Guarantee of Engagement or Reach. Solvgent does not guarantee any specific level of audience growth, engagement, 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. Subscription, Fees, Billing

4.1 Pricing. Subscription fees, included usage limits (brands, seats, monthly post quotas), and overage rates are listed at solvgent.com/pricing or specified in an order form or pilot agreement. Pricing is in US dollars unless stated otherwise.

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

4.3 Auto-Renewal. Subscriptions automatically renew for successive periods of the same length at the then-current standard rate unless Customer cancels before the renewal date through the in-app billing portal or by emailing hello [at] solvgent [dot] com .

4.4 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.

4.5 Pilot Pricing. Pilot pricing (e.g., $397/mo for the first three months of an Agency Pro Pilot) is set forth in a separate Pilot Agreement and reverts to the then-current standard tier 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.

4.6 Refunds. Fees paid are non-refundable except 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.

4.7 Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for any such taxes other than taxes based on our net income.

4.8 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. AI Content Disclosure (EU AI Act Article 50)

5.1 Customer Disclosure Obligation. Customer acknowledges that the Service generates synthetic content that may be classified as AI-generated under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), specifically Article 50, which becomes generally applicable on August 2, 2026, and under analogous laws in other jurisdictions.

5.2 Solvgent's Role. Solvgent provides: an ai_generated metadata field attached to each AI-produced asset; optional embedded content credentials (C2PA-style) where supported by the destination platform; audit logs capturing which assets were produced by AI; and optional automated disclosure language insertion in captions.

5.3 Customer's Responsibility. Customer is solely responsible for ensuring that any content published using the Service complies with applicable AI disclosure laws, including disclosure to end users, labeling of deepfakes or synthetic personas, and honoring platform-specific AI labeling policies.

5.4 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 training Customer's tenant-specific brand brain).

6.3 No Cross-Tenant Training. Solvgent does not use Customer Data to train models for other customers. AI fine-tuning and brand-brain learning are scoped per tenant.

6.4 Privacy Policy and DPA. Our processing of personal data is governed by the Privacy Policy and the DPA, both incorporated by reference.

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 anti-spam laws including CAN-SPAM, ePrivacy, or CASL.
• 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 worldwide, 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-tier Customers, on behalf of Customer's clients.

8.3 Customer Content and AI Output. (a) Customer owns Customer Data. (b) 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 the inherent non-protectability of purely AI-generated material under certain copyright regimes. (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 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. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING 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.

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 / 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 AI disclosures, or Customer's relationship with its end clients.

13. Termination

13.1 By Customer. Customer may cancel its Subscription effective at the end of the then-current billing period through the in-app billing portal or by emailing hello [at] solvgent [dot] com .

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 No Class Actions. Both parties waive any right to participate in class, collective, or representative proceedings.

14.5 Injunctive Relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14.6 EU Consumer Rights. Nothing in this Section 14 limits the mandatory rights of Customers established in the EU/EEA where the Customer qualifies as a consumer under applicable law.

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 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 export and sanctions laws.

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Contact:
itligt
Attn: Solvgent Legal
7533 S Center View Ct Ste N
West Jordan, UT 84084, USA
hello [at] solvgent [dot] com