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Terms and Conditions

TERMS AND CONDITIONS

These Terms and Conditions (“Agreement“) govern your use of the services provided by ProMode, LLC (“ProMode,” “we,” “us,” or “our“). By accessing or using our services, you (“Customer,” “you,” or “your“) agree to be bound by this Agreement.

1. Definitions

1.1 “Services”: The software-as-a-service (SaaS) content generation, scheduling, and publishing services provided by ProMode, as described in this Agreement.

1.2 “Content Review Portal”: The online platform provided by ProMode where the Customer can review, edit, approve, schedule, and manage content.

1.3 “Deliverables”: The content generated by ProMode and delivered to the Customer’s Content Review Portal.

1.4 “Fingerprint Profile”: A content customization profile based on extensive analysis of publicly available information about the Customer.

1.5 “Status Updates”: Content generated using the Customer’s input combined with information from the Fingerprint Profile.

1.6 “Brand Awareness Content”: Content designed to maintain a general digital presence related to the Customer’s products, services, recruitment, mission, values, awards, recognitions, and community involvement.

2. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all the terms and conditions, you may not access or use the Services.

3. Provision of Services

3.1 Services Description

  • ProMode will generate up to 125 pieces of content per month and deliver them as drafts to your Content Review Portal.

  • You may choose the amount of content you edit, approve, schedule, and publish.

3.2 Platforms and Limitations

  • Blog Posts: Up to 10 published posts per month.

  • Email Content: Up to 10 sent email pieces per month.

  • Social Media Platforms: Remaining content can be allocated at your discretion to the following platforms:

    • LinkedIn

    • X (Twitter)

    • Facebook

    • Instagram

4. Deliverable Categories

4.1 Brand Awareness Content

Content designed to maintain a general digital presence related to your products, services, recruitment, mission, values, awards, recognitions, and community involvement.

4.2 Status Updates

Content generated by using your input as a Status Update combined with information from your Fingerprint Profile. Examples include employee highlights, new employees, project showcases, new products and services, and other miscellaneous announcements and developments.

5. Customer Responsibilities

5.1 Content Approval

  • ProMode will not publish content without your express approval in the Content Review Portal.

  • Approval is done by clicking “Approve” or moving a piece of content to the approved category in the review portal.

5.2 Scheduling

  • Brand Awareness Content: Published 2-3 times per week at even intervals.

  • Status Updates:

    • By default, content generated as a Status Update is automatically scheduled for posting 24 hours after it is generated.

    • If you approve Status Update content without updating the default posting date, the content will publish 24 hours after your approval.

  • Expired Schedules:

    • If you approve content with an expired posting schedule, the new publish date will default to 24 hours after your approval.

5.3 Unintentional Publishing

  • If you approve content and it is published to a social platform, you will need to delete the post directly from the platform’s interface.

  • Content cannot be redacted or deleted from the ProMode portal once it has been published to a social platform.

5.4 Email Distribution Lists

  • You are responsible for maintaining your email distribution list.

  • ProMode will send email content to one list of your choosing.

  • You are responsible for maintaining opt-ins, unsubscribes, and all other list management best practices.

5.5 Platform Access

  • ProMode can only publish content and present reporting data for platforms that you have administrative login access to.

  • It is your responsibility to log in to these platforms via ProMode’s API access login interface.

5.6 Accuracy of Input

  • You are responsible for the accuracy of all Status Update input information.

  • ProMode will generate content based upon your input.

5.7 Images and Media

  • You are responsible for providing images and media for your content.

  • For optimal results, ProMode recommends you maintain an image gallery of at least 100 high-quality, professional images in .png, .jpg, or .jpeg format.

5.8 Content Feedback

  • ProMode encourages you to use the content feedback and rejection functionality to customize and improve your content output.

5.9 Fingerprint Profile Updates

  • You may review and update your Fingerprint Profile with your account manager.

  • ProMode encourages you to update your Fingerprint Profile with any critical company updates, including but not limited to:

    • New territories and offices

    • New products and services

    • Senior leadership changes

    • Branding and logo changes

    • Updates to mission and values

5.10 Intellectual Property Compliance

  • 5.10.1 Client Content Rights

    • You represent and warrant that you own or have obtained all necessary rights, licenses, and permissions to use, and to authorize ProMode to use on your behalf, any and all content, including but not limited to images, text, data, and other materials, that you submit, upload, or provide to ProMode or through the Services. This includes information submitted in Status Updates, information on your website, and content in the Content Review Portal.

  • 5.10.2 No Infringement

    • You represent and warrant that your content does not and will not infringe, misappropriate, or violate any third-party intellectual property rights, rights of privacy or publicity, or any other rights.

6. Fees and Payment

6.1 Payment Terms

  • Monthly Payments

    • Payments for the Services are on a monthly basis, starting from the date of sign-up.

  • Automatic Payments

    • Monthly payments will be automatically drafted from a credit card or bank account that you keep on file with ProMode.

  • Updating Payment Information

    • You can update your payment information at any time through your ProMode profile.

  • Authorization

    • By providing your payment information, you authorize ProMode to charge your designated payment method for the monthly subscription fees and any other charges you may incur in connection with your use of the Services.

  • Receipts and Invoices

    • Receipts for payments will be provided electronically and can be accessed through your ProMode account.

6.2 Late Payments

6.2.1 Suspension of Services

  • If any payment due under this Agreement is more than ten (10) days late, ProMode reserves the right to:

    • Suspend Content Publication: All content generation, scheduling, and publishing services will be temporarily halted.

    • Suspend Website Hosting: Your website hosting services provided by ProMode will be temporarily suspended.

6.2.2 Termination and Backup

  • If any payment is more than thirty (30) days overdue:

    • ProMode will back up your ProMode platform.

    • Your account will be removed from our servers.

6.2.3 Restoration of Services

  • Restoring your backup and reactivating your account may require payment of any applicable onboarding fees in effect at the time your account is brought up to date.

6.2.4 Continued Liability

  • You remain liable for all outstanding fees and charges accrued up to the date of suspension or termination.

6.3 30-Day Money-Back Guarantee

  • Eligibility. This money-back guarantee is available only to new customers and applies to the initial subscription period. We understand that AI-driven marketing is new and that ProMode.ai may be your first experience with this technology. To give you confidence and remove any risk, we offer a 30-day money-back guarantee. To qualify for the guarantee, client must fully onboard according to ProMode.ai’s processes and procedures. This includes connecting your social media channels in the first month and willingness to connect your website and email platform in the second month. Additionally, the client must login to their ProMode.ai portal a minimum of three times and actively use the platform within the first 30 days. “Using ProMode.ai” is defined as reviewing, editing or rejecting, approving and publishing content directly from the portal. This guarantee is designed to ensure you have the opportunity to evaluate the quality of the content and experience the platform’s ease of use, giving you peace of mind as you explore a new and innovative approach to marketing.

  • Cancellation Request

    • You may cancel the Services within thirty (30) days of signing up by contacting ProMode support at team@promode.ai.

  • Refund Processing

    • Refunds will be processed within five (5) business days of receiving your cancellation notice.

    • Refunds will be returned to the original payment method used at the time of purchase.

  • Content Retention

    • ProMode will retain all unpublished content generated during the 30-day money-back guarantee period.

    • Published content remains subject to the terms outlined in Section 8.3 Ownership of Content.

  • Limitations

    • This guarantee does not apply to any subsequent subscription periods, renewals, or existing customers.

    • The guarantee is limited to one refund per customer.

6.4 Subscription Holds and Billing Pauses

  • Eligibility & Duration

    • Clients may request to pause billing for a period of up to sixty (60) days per calendar year.

  • Notice Requirement

    • A minimum of ten (10) business days’ written notice is required to process a billing pause.

    • Notice must be sent in writing to team@promode.ai.

  • Data Retention During Hold

    • During the pause period, ProMode will continue to host the client’s:

      • Account data

      • Image asset library

      • Fingerprint Profile

  • Important Clarification

    • A billing pause does not constitute cancellation under this Agreement.

    • A billing pause does not serve as a substitute for a 30-day notice of cancellation as defined in Section 7.2.

  • Processed Payments Within Notice Window

    • If a payment is processed during the ten (10) business day notice window, a pro-rata credit will be applied to the client’s account after the hold is lifted, calculated from the date the written notice was received.

7. Term and Termination

7.1 Term

  • This Agreement commences on the Effective Date and continues until terminated as provided herein.

7.2 Termination by Customer

  • You may terminate this Agreement by providing thirty (30) days written notice to team@promode.ai.

7.3 Termination by ProMode

  • ProMode may terminate this Agreement immediately upon notice if you breach any material term of this Agreement.

7.4 Effects of Termination

  • Backup of Account: ProMode will take a backup of your account in the event you wish to reinstall at a later date.

  • Hosting Transition: You have sixty (60) days to establish new hosting for your website.

  • Content Publishing:

    • Any scheduled and approved content will continue to publish during the 30-day notice period unless ProMode is otherwise informed.

    • You may continue to generate, schedule, and approve content during the 30-day notice period.

7.5 Billing Pauses Do Not Constitute Cancellation

  • For clarity, a billing pause under Section 6.4 does not fulfill or replace the 30-day cancellation notice required in Section 7.2.

  • Clients must still submit a separate written notice of cancellation to team@promode.ai in order to formally terminate their subscription.

8. License and Intellectual Property Rights

8.1 License Grant

  • ProMode grants you a limited, non-exclusive, non-transferable license to access and use the Services during the term of this Agreement.

8.2 Ownership

  • ProMode retains all right, title, and interest in and to the Services, including all related intellectual property rights.

  • No rights are granted to you other than as expressly set forth in this Agreement.

8.3 Ownership of Content

  • Customer Ownership: Upon your approval and publication of the content generated by ProMode, you will own all rights, title, and interest in and to such content as published on your respective platforms.

  • Assignment of Rights: ProMode hereby assigns to you any and all rights, title, and interest in the content upon your approval and publication, subject to ProMode’s underlying intellectual property rights in the Services.

  • Use of Content by ProMode: ProMode may retain copies of the content for internal purposes but will not use, reproduce, or distribute the content without your prior written consent.

9. Confidentiality

9.1 Confidential Information

  • Each party agrees to maintain the confidentiality of the other party’s proprietary information.

9.2 Exceptions

  • Confidential Information does not include information that is:

    • Publicly available

    • Already known to the recipient

    • Independently developed without use of the other party’s Confidential Information

10. Data Protection and Privacy

10.1 Compliance

  • Both parties agree to comply with all applicable data protection and privacy laws.

10.2 Data Use

  • ProMode will use Customer Data solely for the purpose of providing the Services.

10.3 Privacy Policy

  • For more information on how we collect, use, and protect personal information, please review our Privacy Policy at https://promode.ai/privacy.

11. Warranties and Disclaimers

11.1 Disclaimer of Warranties

  • THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

  • PROMODE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 Customer Warranties

  • You represent and warrant that:

    • (a) Authority

      • You have the full power and authority to enter into and perform under this Agreement.

    • (b) Compliance with Laws

      • All content provided by you to ProMode or through the Services is accurate, complete, and complies with all applicable laws and regulations.

    • (c) Ownership and Rights

      • You own all rights, title, and interest in, or have obtained all necessary permissions to use, any content you provide, and have the rights necessary to grant the licenses granted herein.

    • (d) Intellectual Property Compliance

      • Your use of the Services and any content you provide does not and will not infringe upon or misappropriate the intellectual property rights of any third party.

12. Limitation of Liability

12.1 Limitation

  • IN NO EVENT SHALL PROMODE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF PROMODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

  • PROMODE’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO PROMODE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

13. Indemnification

You agree to indemnify, defend, and hold harmless ProMode, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with:

  • (a) Use of Services

    • Your use of the Services.

  • (b) Violation of Agreement

    • Your violation of this Agreement.

  • (c) Violation of Rights

    • Your violation of any rights of another, including any intellectual property rights, rights of privacy, or publicity.

  • (d) Submitted Content

    • Any content you submit, upload, post, or transmit through the Services, including but not limited to any claims that such content infringes, misappropriates, or violates the rights of any third party.

14. Governing Law and Jurisdiction

  • This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of law provisions.

  • Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Johnson County, Kansas, and the parties hereby consent to personal jurisdiction and venue therein.

15. Miscellaneous

15.1 Entire Agreement

  • This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

15.2 Amendments

  • ProMode may amend this Agreement from time to time.

  • Any changes will be effective upon posting to our website or notifying you via email.

15.3 Severability

  • If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.4 Waiver

  • The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

15.5 Assignment

  • You may not assign or transfer this Agreement without ProMode’s prior written consent.

  • ProMode may assign this Agreement without restriction.

15.6 Notices

  • All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the addresses specified by the parties.

15.7 Force Majeure

  • Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

Contact Information

For any questions regarding this Agreement, please contact us at:

  • Email: team@promode.ai

Please read this Agreement carefully before accessing or using our Services. By accessing or using any part of the Services, you agree to be bound by these Terms and Conditions.