Terms of Use

Last modified: August 31, 2026

These Terms of Use (this "Agreement") are a binding contract between you or the entity you represent ("Customer," "you," or "your") and Ace & Momo LLC ("Provider," "we," or "us"). This Agreement governs your access to and use of the Services. Services provided under this Agreement are for business or commercial, and not personal or consumer, use.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR ACCESS OR USE THE SERVICES (the "Effective Date"). BY CLICKING THE "I ACCEPT" BUTTON OR ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO IT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT AND AGREE THAT YOU OR SUCH ENTITY ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE "I DECLINE" BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

"AI Customer Input" means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services or an AI Feature.

"AI Customer Output" means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services or an AI Feature in response to an AI Customer Input.

"AI Feature" means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.

"AI Technology" means machine learning, deep learning, and other artificial-intelligence technologies, including large language models, neural networks, and software implementations of the foregoing, capable of generating various types of content (including text and images) based on user-supplied prompts.

"API" means any application programming interface Provider makes available in connection with the Services.

"Authorized User" means Customer and Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement.

"Confidential Information" has the meaning set out in Section 6.

"Connected Account" means a third-party account or platform (for example, Facebook or Instagram (Meta) or Google Business Profile, or an email, storage, or calendar account) that Customer connects to the Services and authorizes Provider to access, publish to, or read from.

"Customer Data" means AI Customer Input and AI Customer Output, and any other information, data, and content submitted, entered, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services, and any outputs derived therefrom. Customer Data does not include Aggregated Statistics.

"Documentation" means Provider's end-user documentation relating to the Services, available within the Services or at https://www.aceandmomo.com.

"Highly Sensitive Personal Information" means an individual's government-issued identification number; financial-account or payment-card credentials (excluding card numbers or other financial detail that may appear incidentally in invoices or financial records uploaded as Customer Data, which will be uploaded at Customer's own risk); or biometric, genetic, health, or medical information.

"Personal Information" means information that identifies or can be used to identify or authenticate an individual, as further described under applicable privacy Laws. Customer's business contact information is not by itself deemed to be Personal Information.

"Process" means any operation performed on data, whether or not automated, including to collect, store, use, analyze, disclose, transmit, or delete it; 'Processing' and 'Processed' have correlative meanings.

"Provider IP" means the Services, the Documentation, and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. Provider IP includes Aggregated Statistics and any data derived from Provider's monitoring of Customer's use of the Services but does not include Customer Data. Provider IP includes all modifications, enhancements, and derivative works of the Services.

"Services" means the Ace platform and related services provided by Provider — its artificial-intelligence operations, business-intelligence, and business-communications software, including the AI Features and any APIs — as described on Provider's website at https://www.aceandmomo.com.

"Third-Party Products" means any products, technology, content, data, services, information, websites, or other materials owned by third parties that are included in, incorporated into, or accessible through the Services, including any third-party AI Technology and the Connected Accounts.

"Training Data" means information used by or on behalf of Provider to train, validate, test, retrain, or improve any AI Technology incorporated into or used with the Services, except for Customer Data.

"Term" has the meaning set out in Section 12(a). Other capitalized terms are defined where they first appear.

2. Access and Use

(a) Provision of Access.

Subject to and conditioned on your payment of Fees and compliance with all terms and conditions of this Agreement, Provider grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users. Provider shall provide the necessary passwords and access credentials to allow you to access the Services.

(b) Documentation License.

Subject to this Agreement, Provider grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

(c) Use Restrictions.

You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement, and shall not, directly or indirectly, and shall not permit any Authorized User to:

Your submission and Provider's Processing of Personal Information contained in business content is addressed in Section 7 and the Data Processing Addendum.

(d) Aggregated Statistics.

Notwithstanding anything to the contrary, Provider may monitor Customer's use of the Services and collect and compile data related to that use in an aggregated and anonymized manner ("Aggregated Statistics"). As between the parties, all right, title, and interest in Aggregated Statistics belong to Provider. Provider may use and make available Aggregated Statistics to the extent permitted by law, provided they do not identify Customer or Customer's Confidential Information.

(e) Reservation of Rights.

Provider reserves all rights not expressly granted in this Agreement. Except for the limited rights and licenses expressly granted, nothing in this Agreement grants Customer or any third party any intellectual-property or other right, title, or interest in the Provider IP or Third-Party Products.

(f) Suspension.

Provider may temporarily suspend access to any portion or all of the Services if Provider reasonably determines that: (i) there is a threat or attack on the Provider IP, or Customer's use disrupts or poses a security risk to the Provider IP or any third party; (ii) Customer is using the Services for fraudulent or illegal activity; (iii) Customer has become insolvent; (iv) Provider's provision of the Services is prohibited by law; or (v) Customer is using the Services in material violation of Section 2(c) or the AUP; and further if a vendor suspends Provider's access to a required third-party service, or as provided in Section 5 (each, a "Service Suspension"). Provider will use commercially reasonable efforts to give notice and to restore access, and will have no liability for any consequence of a Service Suspension.

3. Customer Responsibilities

(a) Acceptable Use Policy; Provider Policies.

The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further set out in Provider's AI Acceptable Use Policy ("AUP") located at https://www.aceandmomo.com/aup, as amended from time to time, which is incorporated by reference. You shall comply with this Agreement, all applicable laws, and all policies posted by Provider, including the AUP. You acknowledge that Provider may modify or replace the underlying AI models and that outputs may vary over time, with no guarantee of consistent or reproducible result.

(b) Account Use.

You are responsible and liable for all uses of the Services and Documentation resulting from access you provide, whether or not permitted by this Agreement. You are responsible for all acts and omissions of Authorized Users; any act or omission by an Authorized User that would breach this Agreement if taken by you is deemed your breach. You shall make Authorized Users aware of and cause them to comply with this Agreement. You are responsible for complying with the terms, conditions, and acceptable-use or usage policies applicable to all Third-Party Products, including third-party AI Technology and Connected Accounts, to the extent Provider makes them available or passes them through to you. Without limiting the foregoing, you will not use the Services or any AI Customer Output in any manner that would violate, or cause Provider to violate, the terms or usage policies of Provider's AI or other technology providers. Provider may update applicable pass-through terms from time to time, and your continued use after they are made available constitutes acceptance. If you do not agree to the terms applicable to a Third-Party Product, you must not use it or any Services that incorporate it. Breach of this Section is a breach of this Agreement.

(c) Use of AI Customer Output.

You are solely responsible for (i) evaluating, including by human review, AI Customer Output for accuracy, completeness, and other relevant factors before using, distributing, publishing, or relying on it, and (ii) your decisions, actions, and omissions made in reliance on AI Customer Output.

(d) Connected Accounts and Publishing.

A core function of the Services is publishing content on your behalf to, and reading information you direct us to use from, Connected Accounts. By connecting a Connected Account, you authorize Provider to access it and to post, publish, schedule, retrieve, and manage content solely within the permissions you grant through the platform's authorization (OAuth) flow, and you represent that you are authorized to grant that access. You are responsible for reviewing and approving content before it is published and for ensuring that content published through the Services complies with each Connected Account platform's terms, policies, and community standards and with applicable advertising, endorsement, intellectual-property, and consumer-protection laws. Each Connected Account is controlled by the applicable third party, not by Provider; Provider is not responsible for any act, omission, change, rejection, delay, suspension, or removal of content or accounts by a Connected Account platform, or for any change to or discontinuation of its APIs. Provider's use of information received through Google APIs complies with the Google API Services User Data Policy, including the Limited Use requirements, and Provider's use of Meta platform data complies with Meta's Platform Terms and Developer Policies. You may disconnect a Connected Account at any time through your account settings or the applicable platform.

(e) Passwords and Access Credentials.

You are responsible for keeping your passwords and access credentials confidential, shall not sell or transfer them, and shall promptly notify us of any unauthorized access.

(f) Third-Party Products.

The Services may permit access to Third-Party Products, which are subject to their own terms and conditions presented to you by link or otherwise. You shall comply with all applicable pass-through terms. Provider may add or remove Third-Party Products from time to time. If you do not agree to the applicable terms for any Third-Party Product, you should not use it or any Services that incorporate it.

(g) Data Processing Addendum.

Where Provider Processes Personal Information contained in Customer Data on Customer's behalf, it does so as Customer's processor/service provider under Provider's Data Processing Addendum, available at https://www.aceandmomo.com/dpa, which is incorporated by reference.

4. Support; No Service Levels

Provider will use commercially reasonable efforts to make the Services available and to provide reasonable technical support to Customer by email during Provider's normal business hours. You acknowledge that the Services are not intended for use in mission-critical, emergency, or high-availability environments. Provider does not make any representation or guarantee regarding uptime or availability, and provides no service levels, availability commitment, or service credits.

5. Fees and Payment

Customer shall pay Provider the fees for the Services as described on Provider's website or the applicable plan or order ("Fees"). Unless stated otherwise, Fees are billed in advance on the cycle described at sign-up, and subscriptions automatically renew as described in Section 12(a). You authorize Provider and its payment processor to charge your payment method for all Fees. Except as required by law, Fees are non-refundable and payments are non-cancellable, and no credits are given for partial periods or unused features. Provider may change its Fees for any renewal term on at least thirty (30) days' notice before the renewal. If Customer fails to make any payment when due, without limiting Provider's other rights: (i) Provider may charge interest on past-due amounts at 1.5% per month or the highest rate permitted by law; (ii) Customer shall reimburse Provider for reasonable collection costs, including attorneys' fees; and (iii) if the failure continues for ten (10) days or more, Provider may suspend access under Section 2(f) until paid in full. All Fees are exclusive of taxes; Customer is responsible for all sales, use, and similar taxes other than taxes on Provider's income. All payments are in US dollars.

6. Confidential Information

From time to time either party may disclose to the other information that is confidential or proprietary ("Confidential Information"). Provider IP is Provider's Confidential Information, and Customer Data is Customer's Confidential Information. Confidential Information does not include information that, at the time of disclosure, is (a) in the public domain, (b) known to the receiving party, (c) rightfully obtained on a non-confidential basis from a third party, or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information except to its employees, agents, or subcontractors who need to know it to exercise rights or perform obligations under this Agreement and who are bound by no-less-stringent obligations, and may disclose to the limited extent required by law (with prior notice and reasonable effort to obtain a protective order) or to establish its rights under this Agreement. These obligations expire five (5) years after disclosure, except that obligations for trade secrets survive for as long as the information remains a trade secret under applicable law.

7. Privacy Policy

Provider complies with its Privacy Policy, available at https://www.aceandmomo.com/privacy ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing and using the Services and providing information through them, you acknowledge that you have reviewed and accepted the Privacy Policy and consent to Provider's handling of information in accordance with it. Provider's Processing of Personal Information on your behalf is further governed by the Data Processing Addendum referenced in Section 3(g).

8. Intellectual Property Ownership; Feedback

(a) Provider IP.

As between the parties, Provider owns all right, title, and interest, including all intellectual-property rights, in and to the Provider IP, and third-party providers own their Third-Party Products. Provider grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use, and display the Provider IP and Third-Party Products solely to the extent incorporated into and necessary for you to use and exploit the AI Customer Output for your internal business operations by Authorized Users under this Agreement.

(b) Customer Data.

As between the parties, Customer owns all right, title, and interest in and to the Customer Data and AI Customer Output, except as set out in Section 8(a) with respect to Provider IP and Third-Party Products incorporated into AI Customer Output, and subject to the license granted here. Customer grants Provider a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, use, display, and Process the Customer Data as necessary to provide the Services to Customer, and (ii) use, modify, and adapt only aggregated and anonymized AI Customer Input and AI Customer Output to train, develop, adapt, enhance, or improve the Services and AI Features. Provider does not use the identifiable content you submit to train third-party foundation models except as necessary to provide the Services to you. Unless prohibited by law, Provider may delete Customer Data that it determines violates this Agreement or where deletion is necessary to comply with law.

(c) Feedback.

If you send us any suggestions, comments, or recommendations regarding the Services ("Feedback"), Provider is free to use it without restriction. All Feedback is non-confidential, and you assign to Provider all right, title, and interest in any ideas, know-how, or intellectual-property rights contained in the Feedback, without attribution or compensation.

9. Warranty Disclaimer

(a) Customer Warranty.

You represent, warrant, and covenant that (i) you have and will have all rights, permissions, and consents in and relating to the Customer Data (other than AI Customer Output) so that, as received and Processed by Provider under this Agreement, it does not infringe, misappropriate, or violate any intellectual-property, privacy, or other right of any third party or violate any applicable law, and (ii) no Customer Data (other than AI Customer Output) contains any Highly Sensitive Personal Information.

(b) Disclaimer.

THE SERVICES AND AI CUSTOMER OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR ANY AI CUSTOMER OUTPUT WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE SECURE, OR BE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED, AND MAKES NO REPRESENTATION OR GUARANTEE REGARDING UPTIME OR AVAILABILITY. YOU ACKNOWLEDGE THAT AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE; (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT GENERATED FOR OTHER CUSTOMERS; (III) MAY NOT QUALIFY FOR INTELLECTUAL-PROPERTY PROTECTION; AND (IV) MAY BE SUBJECT TO THIRD-PARTY TERMS, INCLUDING OPEN SOURCE LICENSES.

10. Indemnification by Customer

Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider and its officers, directors, members, employees, agents, affiliates, successors, and assigns from and against any losses, damages, liabilities, and reasonable attorneys' fees ("Losses") arising from or relating to any third-party claim, suit, action, or proceeding ("Third-Party Claim") (i) that the AI Customer Input or other Customer Data (other than AI Customer Output), or its Processing under this Agreement, infringes or misappropriates a third party's intellectual-property rights or violates the privacy or other rights of any person; (ii) based on your or any Authorized User's negligence, willful misconduct, or use of the Services in violation of this Agreement, the AUP, or applicable law; or (iii) arising from content you generate, publish, or transmit through the Services or any Connected Account. Customer may not settle any Third-Party Claim against Provider without Provider's prior written consent, and Provider may participate in the defense with counsel of its own choice. Provider provides no indemnity to Customer under this Agreement.

11. Limitation of Liability

EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE OTHERWISE FORESEEABLE.

EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term and Termination

(a) Term.

The term of this Agreement begins on the Effective Date and continues until terminated (the "Term"). Paid subscriptions automatically renew for successive periods of the same length as the initial subscription period unless earlier terminated under this Agreement or either party gives notice of non-renewal before the end of the then-current period, as described at sign-up.

(b) Termination.

In addition to any other termination right in this Agreement: (i) Provider may terminate this Agreement for any reason on thirty (30) days' advance notice, and you may cancel at any time through your account settings or by contacting us, effective at the end of the then-current billing period; (ii) either party may terminate, effective on written notice, if the other party materially breaches this Agreement and the breach is incapable of cure or remains uncured thirty (30) days after written notice; and (iii) either party may terminate immediately on written notice if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

(c) Effect of Expiration or Termination.

Upon expiration or termination, Customer shall immediately discontinue use of the Provider IP. Termination does not affect Customer's obligation to pay Fees that became due before termination or entitle Customer to any refund. Within thirty (30) days following termination, Provider may permanently delete Customer Data from the Services and systems Provider controls, unless otherwise required by law, and subject to any return or deletion rights in the Data Processing Addendum. Provider is not obligated to delete or disable any modifications or improvements to the Services resulting from Provider's permitted use of aggregated and anonymized data under Section 8(b).

(d) Survival.

This Section 12(d), Sections 5, 6, 8, 9, 10, 11, 13, 16, and 17, and any provision that by its nature is intended to survive, will survive termination or expiration of this Agreement.

13. Modifications

Provider has the right, in its sole discretion, to modify this Agreement from time to time, and modified terms become effective on posting. You will be notified of modifications through posts at https://www.aceandmomo.com or by direct email. You are responsible for reviewing any modifications, and your continued use of the Services after they take effect will be deemed acceptance.

14. Export Regulation

The Services use software and technology that may be subject to US export-control laws. You shall not, directly or indirectly, export, re-export, or release the Services or included software or technology to, or make them accessible from, any jurisdiction to which such export is prohibited by law, and shall comply with all applicable federal laws and obtain any required export authorizations before making the Services available outside the US.

15. US Government Rights

Each software component of the Services and the Documentation is a "commercial product" under 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as used in 48 C.F.R. § 12.212. If you are a US Government agency or contractor, you receive only the rights granted to all other end users, in accordance with 48 C.F.R. § 227.7201–227.7204 (Department of Defense) or 48 C.F.R. § 12.212 (all other US Government customers).

16. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any conflict-of-laws rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal or state courts located in the City of Austin and County of Travis, Texas, and each party irrevocably submits to the exclusive jurisdiction of those courts. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY. In any such action, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

17. Miscellaneous

This Agreement, together with the Privacy Policy, AUP, Data Processing Addendum, and any plan or order you accept, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous understandings. Any notices to us must be sent to legal@aceandmomo.com or our address at Pflugerville, Texas, and are deemed given on receipt. You consent to receiving electronic communications from us, and agree that electronic notices satisfy any legal writing requirements. The invalidity or unenforceability of any provision does not affect any other provision. Our failure to act with respect to a breach does not waive our rights regarding that or any later breach. This Agreement is personal to you and may not be assigned or transferred without our prior written consent; we may assign this Agreement and delegate our obligations. Provider and Customer are independent contractors.