Terms of Service

1. Acceptance of Terms

Welcome to Lectern, a service of Waverly Ventures LLC (including its affiliates, successors and assigns, "Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of the Lectern platform, website, and all corresponding web pages, content, functionality, and services offered on or through the platform (the "Website"), including certain AI-powered visibility, SEO, AEO, content generation, and media placement services as may be agreed between the parties from time to time ("Services").

Please read these Terms of Use carefully before you start to use the Website and/or Services. By accessing or using the Website or Services, you expressly accept and agree to be bound and abide by these Terms of Use and any additional terms and conditions that we provide or make accessible to you ("Additional Terms"). If you do not want to agree to these Terms of Use, you must not access or use the Website or Services.

Use of the Website and Services is limited to users eighteen (18) years of age and older. By using the Website or Services, you represent and warrant that: (a) you are at least eighteen (18) years of age; and (b) your use of the Website and/or Services shall comply with all applicable laws, rules, and regulations.

We may revise and update all or any portion of these Terms of Use from time to time at our sole and absolute discretion by posting a revised version. All changes are effective immediately upon the date we post the revised Terms of Use. By continuing to access or use the Website and/or Services after the revised Terms of Use become effective, you are agreeing to the revised Terms of Use.

2. Description of Services

Lectern provides an AI-powered platform that helps users with:

• SEO analysis, audits, and strategic recommendations
• Content creation including blog posts, press releases, and articles
• AI visibility tracking and optimization (AEO)
• Media placement discovery and purchasing through our placement partners
• Competitor analysis and keyword research
• Strategic PR and marketing planning

Third Party Platforms and Services: Certain aspects of the Website may be dependent on or interoperate with third-party owned and/or operated platforms ("Third Party Platforms"), including our media placement partners. You acknowledge and agree that your use of such Third Party Platforms is subject to the applicable Third Party Platform's respective terms, conditions, and policies.

We do not verify, endorse, or have any responsibility for Third Party Services and any third party business practices. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability in connection therewith.

3. User Accounts

Certain aspects of the Website and/or Services may require you to create an account by completing a registration form and selecting a user ID and password. You represent and warrant that all registration information and personal details that you provide to us will be true, current, and complete, and you agree to update such information as applicable.

Your account is personal to you and may not be used by any other person. You shall treat your username, password, and any other piece of information included as part of our security procedures as confidential and shall not disclose it to any other person or entity.

You are fully responsible for all materials, content, and information that you upload, post, or otherwise transmit via the Website and/or Services, and all activities that occur under your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

4. User Content and Intellectual Property

4.1 Your Content

You retain ownership of any content you submit, post, or display through the Services ("User Content"), including text, images, data, and other materials. By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such content solely for the purpose of providing and improving the Services.

4.2 AI-Generated Content

Content generated by our AI tools based on your inputs ("Output") is provided to you for your use. You are responsible for reviewing, editing, and ensuring the accuracy and appropriateness of any AI-generated content before publication or distribution. We do not guarantee the accuracy, completeness, or suitability of AI-generated content for any particular purpose.

4.3 Our Intellectual Property

The Website and Services and their entire contents, features, and functionality (including but not limited to all trademarks, trade secrets, graphics, design, information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are the sole and exclusive property of Lectern, its affiliates, licensors or other third parties that are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

5. Prohibited Uses

You are responsible for your use of the Website and/or Services and for any use of the Website and/or Services made using your account. You may use the Website and Services only for lawful purposes. When you use the Website and/or Services, you shall not:

• Violate any applicable laws, regulations, or third-party rights
• Submit content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity
• Circumvent Company and use information provided within Company's platform to contact, solicit, and/or contract directly with Company's clients, contacts, or publication partners
• Use the Website and/or Services in any manner that could disable, overburden, damage, or impair the site
• Use any robot, spider, or other automatic device to access, copy, or monitor the Website without our prior written consent
• Introduce any viruses, Trojan horses, worms, logic bombs, or other malicious material
• Attempt to gain unauthorized access to any parts of the Website or Services
• Use the Services to compete directly with Lectern

6. Media Placement Orders

This Section shall apply to any and all media placement orders ("Orders") made through the Services and shall be referred to as the "Order Agreement." For clarity, the Order Agreement shall not apply to users who do not submit an Order.

6.1 Engagement

By placing an Order, you engage Company and its placement partners as your representative to secure the placement of promotional articles developed and produced by you (each an "Article") in one or more online publications (each a "Publication"), and/or to arrange for sponsored media segments (each such placement, a "Placement"), subject to the terms herein.

6.2 Media Placements

You and Company shall work together to develop a strategy for the Placement of your Articles. Company shall recommend potential Placements to you, and all Placements shall be subject to your advance written approval. Company shall use reasonable, good-faith efforts to secure Placements that are approved by you.

IMPORTANT DISCLAIMERS: You acknowledge and agree that Company has not made and hereby disclaims any guarantee, representation and/or warranty that: (i) any specific Placements will be available with respect to any Order; (ii) any particular number of Placements meeting your requirements will be available; or (iii) any Placement will remain publicly available for any particular period of time. Company shall use reasonable good faith efforts to cause Placements to remain publicly available in the Publication for twelve (12) months.

6.3 Review of Creative Materials

Company shall have mutual approval rights over all content, Articles, outlines, and other materials created or provided by or at your direction for use in Placements (collectively, "Creative Materials") prior to submission to third party publications, websites and platforms on which Company secures Placements ("Media Outlets").

You acknowledge and agree that a Media Outlet may make revisions to the content of the Creative Materials, and Company shall not be responsible for, or have any liability in connection with, any such changes. Creative Materials and Articles cannot be changed following publication.

6.4 Content Restrictions

Company shall have the right, in its sole and absolute discretion, to reject Creative Materials and/or to terminate any Placements (including Placements that have already been published) if Company determines that:

• Such Creative Materials pose legal, financial and/or reputational risk to Company
• Such Creative Materials violate the policies, standards and/or requirements of a Media Outlet
• Any Creative Materials, or portion thereof, were produced by or with the assistance of generative artificial intelligence without proper disclosure
• The Creative Materials contain prohibited content including: third party quotes without authorization, adult content, unauthorized references to third party brands or public figures, content inconsistent with a publication's niche, references to ongoing legal proceedings, unsubstantiated medical claims, multi-level marketing content, or "hit pieces"/reputational attacks

6.5 Fees and Payment

In consideration of Company's Services in connection with any Order, you shall pay to Company the applicable fee(s) for such services and placements as set forth on the Website or as otherwise notified to you in advance in writing (the "Fees"). Failure to timely pay the Fees shall constitute a material breach of this Agreement and Company shall be entitled to remove all Placements made on your behalf without refund.

6.6 License Grant for Orders

In connection with all Orders, you hereby grant to Company a non-exclusive, sublicensable, worldwide, perpetual right and license to use, reproduce, distribute, and display (a) the Creative Materials, and (b) your trademarks, service marks, trade names, and logos ("Trademarks"), solely as necessary for Company to perform the services and exercise Company's rights in connection with any applicable Order.

7. Representations, Warranties, and Covenants for Orders

You represent, warrant and covenant that:

• You have all rights and authority necessary to grant the rights granted to Company herein
• You have all rights in and to the Creative Materials, and all intellectual property included therein required for the exercise of the rights granted hereunder
• There are no third party claims or litigations pending or threatened against you or respecting the Creative Materials that may adversely affect Company's rights
• None of the Creative Materials shall violate the rights of any third party (including copyright, intellectual property, privacy, or publicity rights) or constitute libel, slander or defamation
• You shall comply with and honor all requirements of Media Outlets of which you have been informed by Company
• None of the Placements or Creative Materials shall violate any applicable laws, rules or regulations

8. Confidentiality

By accessing or using the Website and/or Services and/or placing an Order, you expressly agree to maintain and preserve the confidentiality of the "Confidential Information" (as defined below), including taking steps to protect and preserve such confidentiality.

"Confidential Information" means any and all confidential, proprietary, or otherwise not generally available information disclosed by Company to you, including but not limited to: formulas, patterns, compilations, programs, methods, techniques, processes, business plans, pricing information, customer lists, and "Publisher Contacts" (third-party publishers and media companies with which Company places, or may in the future place, media and/or advertisements).

ALL INFORMATION ACCESSED THROUGH YOUR LECTERN ACCOUNT, INCLUDING PRICING AND PUBLISHER LISTS, CONSTITUTES VALUABLE TRADE SECRETS OF COMPANY.

Non-Circumvention: You hereby agree that for a period commencing upon the date you first accessed these Terms of Use and continuing until the date that is one (1) year after the last Placement by Company on your behalf is taken down (if applicable), you shall not enter into an agreement with any Publisher Contacts that are disclosed by Company to you, with respect to the development, production and/or placement of media and/or advertising.

9. Payments and Billing

9.1 Subscription Plans

Some features of the Services require a paid subscription. Subscription fees are billed in advance on a monthly or annual basis, depending on your chosen plan. You agree to pay all fees associated with your subscription.

9.2 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You can cancel your subscription at any time through your account settings.

9.3 Refunds

Subscription fees are generally non-refundable. Media placement fees are non-refundable once an Order has been submitted to our publication partners.

10. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE, ITS CONTENT, ANY SERVICES, AND ANY ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, ANY SERVICES, AND ANY ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

We do not warrant that: (a) the Services will be uninterrupted, secure, or error-free; (b) AI-generated content will be accurate, complete, or suitable for your needs; (c) SEO recommendations will guarantee specific rankings or results; (d) media placements will achieve specific traffic or conversion outcomes; or (e) AEO optimization will guarantee mentions in AI-powered search results.

11. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR DAMAGES OF ANY KIND OR NATURE, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES.

NEITHER PARTY WILL BE LIABLE FOR ANY PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES OR SPECULATIVE DAMAGES, OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company and its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, proceedings, demands, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Website and/or Services
• Any breach or violation of these Terms of Use by you
• Any disputes or issues between you and any third party
• The development, production, distribution, promotion, or exploitation of the Creative Materials (including any claims for false advertisement)
• Your breach or failure to comply with any Media Outlet requirements
• The distribution, sale or use of any of your products or services

13. Termination

You may terminate your account at any time by contacting us or through your account settings. We reserve the right to modify, restrict, suspend, disable, or discontinue, temporarily or permanently, all or any aspect of the Website at any time and without notice.

Termination for Cause: Company shall have the right to terminate this Agreement if: (a) you have breached any representation, warranty, covenant or obligation under this Agreement and fail to cure such breach within seven (7) days after receipt of written notice; (b) you file a petition for bankruptcy; (c) you make an assignment for the benefit of creditors; or (d) you discontinue your business.

Upon termination, your right to use the Services will immediately cease. Any provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, confidentiality obligations, indemnification, and limitations of liability.

14. Force Majeure

Company shall not be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, floods, storms, explosions, earthquakes, general Internet outages, acts of war or terrorism, insurrection, civil disturbance or unrest, pandemic, epidemic, or intervention of any government or authority.

15. Governing Law and Dispute Resolution

All matters relating to the Website, Services, Orders, and these Terms of Use and any dispute or claim arising therefrom shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision.

Any controversy, claim, or dispute arising out of or related to the Website, Services, Orders, and/or these Terms of Use shall be resolved first by mediation, and if unsuccessful, through binding arbitration in accordance with the rules of JAMS. You agree to waive any right to a jury trial or to participate in a class action lawsuit.

16. Assignment

You shall not have the right to assign, transfer, delegate, sell, or otherwise dispose of these Terms of Use, in whole or in part, without Company's prior written consent. Any such assignment shall be void.

17. Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions will continue in full force and effect.

18. Entire Agreement

These Terms of Use (including the Order Agreement provisions) constitute the sole and entire agreement between you and Lectern with respect to the Website and Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website and Services.

19. Contact Us

All notices, requests, consents, and other communications hereunder shall be in writing. If you have any questions about these Terms, please contact us at: