TERMS AND CONDITIONS
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1. DEFINITIONS

For purposes of these Terms and Conditions (the “Agreement”), the following terms have the meanings set forth below:

1.1 “Agreement” means this document, any Service Order, Statement of Work, or proposal referencing these Terms, and all schedules, exhibits, or amendments hereto.

1.2 “Client” or “Customer” means the entity or individual entering into this Agreement with Seesweet.

1.3 “Seesweet,” “we,” “us,” or “our” means Fento LLC (d/b/a Seesweet), a Delaware limited liability company.

1.4 “Services” means Seesweet’s proprietary marketing automation, communications, and analytics platform and related professional services, including but not limited to:

• AI-driven generation and optimization of marketing emails and SMS messages;
• Campaign automation, segmentation, and scheduling;
• Analytics dashboards, reporting, and performance tracking;
• Managed creative and marketing services; and
• Associated APIs, software tools, integrations, and interfaces.

1.5 “Client Data” means information, content, and data provided or made available by Client to Seesweet through the Services, including end-customer contact data, purchase data, and marketing materials.

1.6 “Seesweet IP” means the Seesweet Services, underlying software, artificial intelligence models, algorithms, analytics engines, templates, scripts, trade secrets, know-how, and all intellectual property or proprietary information therein.

1.7 “Effective Date” means the date the Client first accepts these Terms or executes a written Service Order or similar agreement referencing them.

1.8 “Term” means the period defined in Section 13.

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2. SERVICES AND SUPPORT

2.1 Provision of Services. Subject to the terms of this Agreement and timely payment by Client, Seesweet grants Client a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Term solely for its internal business marketing purposes.

2.2 Professional Services. Seesweet may, as mutually agreed, provide professional or managed services, such as creative content development, strategy consultation, or implementation assistance. Any such services will be described in an applicable Service Order or Statement of Work.

2.3 Support. Seesweet will use commercially reasonable efforts to maintain availability of the Services and provide technical support via email at support@seesweet.com.

2.4 Service Modifications. Seesweet may update or modify its platform, systems, or features from time to time to enhance performance, security, or functionality. Such changes will not materially reduce the quality or value of the Services.

2.5 Service Suspension. Seesweet may temporarily suspend access to the Services if: (a) necessary to prevent harm or unauthorized access; (b) required by law or governmental order; or (c) non-payment continues beyond 30 days after due date. Seesweet will provide notice and restore access as soon as the issue is resolved.

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3. CLIENT OBLIGATIONS

3.1 Account Setup. Client will ensure that all account information is accurate and complete and that access credentials are protected. Client is responsible for all actions taken under its account by authorized users.

3.2 Compliance with Law. Client represents and warrants that its use of the Services, including all marketing communications sent using the Services, will comply with all applicable laws, including but not limited to the CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), General Data Protection Regulation (GDPR), and other data-protection or anti-spam laws.

3.3 Equipment and Access. Client is responsible for obtaining and maintaining all hardware, software, and internet connectivity required to access the Services.

3.4 Prohibited Activities. Client shall not:
(a) Use the Services for any unlawful, fraudulent, or misleading activity;
(b) Attempt to copy, modify, or reverse engineer Seesweet IP;
(c) Interfere with the proper functioning of the Services; or
(d) Resell, lease, or otherwise transfer the Services to third parties without Seesweet’s written consent.

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4. DATA USE AND OWNERSHIP

4.1 Ownership. As between the parties, Client retains ownership of all Client Data. Seesweet retains ownership of all Seesweet IP and any aggregated or anonymized data generated from the operation of the Services.

4.2 License to Seesweet. Client grants Seesweet a limited, non-exclusive, worldwide, royalty-free license to process, transmit, analyze, and use Client Data solely to deliver, operate, and improve the Services.

4.3 End-Customer Data. Seesweet acts as a service provider / data processor on behalf of Client with respect to any end-customer personal data. Seesweet will process such data only in accordance with Client’s written instructions and this Agreement, and will not sell or use such data for its own benefit.

4.4 Aggregated and De-Identified Data. Seesweet may create aggregated or anonymized statistical data derived from Client Data and system usage (“Aggregated Data”) to improve its services and algorithms. Aggregated Data will not identify any individual or Client.

4.5 Data Security. Seesweet implements reasonable administrative, technical, and physical safeguards to protect Client Data against unauthorized access or disclosure. However, Client acknowledges that no online transmission or storage system is 100% secure.

4.6 Return or Deletion. Upon request within thirty (30) days of termination, Seesweet will provide Client a reasonable opportunity to export Client Data before permanent deletion, consistent with data-retention policies.

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5. ARTIFICIAL INTELLIGENCE USAGE

5.1 Third-Party AI Models. Seesweet utilizes third-party foundational AI models (such as those provided by OpenAI or equivalent providers) to assist in generating and optimizing marketing content.

5.2 Data Shared with AI Models. Seesweet may transmit limited, non-sensitive, anonymized marketing text or metadata to these AI models for processing. No end-customer personally identifiable information is shared for model training or retention.

5.3 Responsible Use. Seesweet ensures compliance with applicable data-protection laws and contractual obligations governing its use of third-party AI systems, including audits and privacy controls to prevent unauthorized use.

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6. CONFIDENTIALITY

6.1 Each party (“Receiving Party”) agrees to maintain in strict confidence all non-public information disclosed by the other (“Disclosing Party”) that is designated confidential or would reasonably be understood as confidential.

6.2 The Receiving Party will use such Confidential Information only to fulfill its obligations under this Agreement and will protect it with at least the same degree of care it uses to protect its own confidential information.

6.3 Confidential Information does not include information that: (a) becomes public through no breach; (b) was rightfully known to the Receiving Party prior to disclosure; or (c) is independently developed without use of the Disclosing Party’s information.

6.4 The Receiving Party may disclose Confidential Information if required by law, provided it gives prompt notice to the Disclosing Party and cooperates in any attempt to limit disclosure.

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7. FEES AND PAYMENT

7.1 Billing. Unless otherwise specified in a written agreement, Seesweet’s Services operate on a monthly performance-based billing model. Client agrees to pay all fees described in the applicable Service Order or proposal.

7.2 Invoices. Seesweet will issue invoices monthly in arrears or as otherwise agreed. Payments are due within fifteen (15) days of the invoice date unless otherwise stated.

7.3 Late Payments. Overdue balances may accrue interest at 1.5% per month (or the maximum rate allowed by law). Seesweet may suspend Services for non-payment after providing written notice.

7.4 Taxes. Fees are exclusive of all applicable taxes. Client is responsible for any taxes arising from this Agreement, excluding taxes based on Seesweet’s income.

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8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties. Each party represents that it has the legal right and authority to enter into this Agreement.

8.2 Seesweet Warranty. Seesweet warrants that it will provide the Services in a professional manner consistent with industry standards.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. SEESWEET DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

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9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL), WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

9.2 SEESWEET’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO SEESWEET DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 THESE LIMITATIONS APPLY EVEN IF SEESWEET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE.

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10. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Seesweet, its affiliates, officers, employees, and agents from and against all third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising from:
(a) Client’s misuse of the Services;
(b) violation of law or third-party rights; or
(c) Client Data or content provided to Seesweet.

Seesweet shall indemnify Client for any third-party claim alleging that the Services infringe a valid U.S. patent, copyright, or trademark, provided Client promptly notifies Seesweet and allows Seesweet sole control of the defense and settlement.

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11. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, or internet outages.

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12. GOVERNING LAW AND ARBITRATION

12.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

12.2 Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

• The arbitration shall be conducted by one (1) arbitrator seated in Delaware.
• The arbitrator may award any remedy available under applicable law and may grant injunctive or equitable relief.
• Judgment on the award may be entered in any court of competent jurisdiction.
• Each party shall bear its own attorneys’ fees and costs unless the arbitrator determines otherwise under applicable law.

12.3 Class Action Waiver. Each party agrees to resolve disputes only on an individual basis and waives any right to participate in a class, collective, or representative action.

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13. TERM AND TERMINATION

13.1 Term. The Agreement commences on the Effective Date and continues for the period specified in the applicable Service Order (“Initial Term”). Unless otherwise stated, the Agreement automatically renews for successive one-month renewal terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

13.2 Termination for Convenience. Either party may terminate this Agreement for any reason by providing at least thirty (30) days’ prior written notice to the other party.

13.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches any provision of this Agreement and fails to cure within thirty (30) days after written notice; (b) becomes insolvent or bankrupt; or (c) ceases business operations.

13.4 Effect of Termination. Upon termination or expiration:

• Client’s access to the Services shall cease;
• All amounts owed through the termination effective date become immediately due; and
• Seesweet will provide Client a reasonable period (not exceeding thirty (30) days) to export Client Data prior to deletion.

13.5 Survival. Sections 4 (Data Use and Ownership), 6 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law and Arbitration), and this Section 13.5 shall survive termination.

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14. MISCELLANEOUS

14.1 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except either party may assign to an affiliate or successor in interest through merger or sale of substantially all assets.

14.2 Independent Contractors. The parties are independent contractors; nothing herein creates an agency, partnership, or joint venture.

14.3 Notices. All notices must be in writing and delivered by email or certified mail to the addresses specified below or as otherwise designated in writing:
Seesweet (Fento LLC)
Email: support@seesweet.com

14.4 Entire Agreement. This Agreement constitutes the complete understanding between the parties and supersedes all prior agreements or communications regarding its subject matter.

14.5 Amendments. Any amendment must be in writing and executed by authorized representatives of both parties.

14.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect.

14.7 Waiver. Failure to enforce any term shall not constitute a waiver of future enforcement of that or any other term.

14.8 Headings. Headings are for convenience only and do not affect interpretation.

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By using or subscribing to Seesweet’s Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. These Terms and Conditions are subject to change.