Terms of Service & Acceptable Use Agreement

SiteIntel (Site Intelligence & Monitoring Service)

Last Updated: May 29, 2026

These Terms of Service & Acceptable Use Agreement ("Agreement") form a legally binding contract between you ("Customer," "you," or "your") and TrueFunnel, LLC ("TrueFunnel"), a Delaware limited liability company, doing business as WebsiteTracker ("Company," "we," "us," or "our"). This Agreement govern Customer's use of the SiteIntel service, including its optional add-on MarketIntel (Market Intelligence Suite) features (“Services”), as indicated in the SiteIntel Subscription Agreement (“Subscription Agreement”). Customers who have also purchased the ActivityIntel (Site Activity Tracking Service) are subject to the additional terms set forth in a separate Master Services Agreement and applicable Exhibits governing that service.

Use of the Services is also governed by our Privacy Policy, which is incorporated by reference. By creating an account, accessing the Services, or using any Free Scans or Subscription Plans, as those terms are defined herein, you agree to this Agreement, the Subscription Agreement, and the Privacy Policy. If you are entering this Agreement on behalf of an organization, you represent that you have authority to bind that organization, in which case the terms "Customer" or "you" shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, the Subscription Agreement, or the Privacy Policy, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between you and WebsiteTracker, even though it is electronic and is not physically signed by you, and it governs your use of the SiteIntel. In the event of conflict between this Agreement and the Subscription Agreement, the current version of the Subscription Agreement will have priority over this Agreement, but only for that specific provision. Any capitalized terms not defined herein, shall have the meaning given to them in the Subscription Agreement.

ARTICLE 1

Definitions

1.1 "Services" (also referred to as the "SiteIntel") means our cloud-based platform that gathers, analyzes, and summarizes website governance information and digital insights, including website health scans, compliance monitoring, and related reporting, including features powered in whole or in part by artificial intelligence or machine learning technologies. The Services include the optional MarketIntel, available to Customer upon election on the applicable Subscription Agreement. This Agreement does not govern the ActivityIntel, which is subject to a separate agreement.

1.2 "Free Scans" means the limited, no-charge scan functionality that allows a Customer’s Authorized User to run website scans as part of the SiteIntel. These scans may be subject to feature or volume limits or other limitations.

1.3 "Subscription Plan" means a paid plan that provides ongoing access to the SiteIntel, as indicated on the Subscription Agreement.

1.4 "Authorized Users" means individuals permitted by Customer to access the SiteIntel under Customer's account, and as indicated on the Subscription Agreement.

1.5 "Customer Content" means data, information, uniform resource locators (“URLs”), configurations, or other materials submitted by Customer to the SiteIntel, including Competitor Domains indicated on the Subscription Agreement.

1.6 "Website Scan Data" means information generated by the SiteIntel when scanning or analyzing websites, including data generated from Competitor Intelligence Monitoring and External Link Assessments.

1.7 "Feedback" means comments, ideas, or suggestions provided by Customer regarding the Services.

1.8 "AI Features" means portions of the SiteIntel that use artificial intelligence, machine learning, large language models, or similar technologies to generate, analyze, summarize, score, or otherwise process data or produce output.

1.9 "AI-Generated Output" means any content, insight, score, summary, recommendation, or other result produced by AI Features, including outputs derived from Competitor Intelligence Monitoring and External Link Assessments.

1.10 "AI Providers" means third-party providers of artificial intelligence or machine learning infrastructure, models, or APIs that we use to power AI Features, including but not limited to large language model (LLM) providers.

1.11 "Order Form or Subscription Agreement" means a written or electronic order form or the Subscription Agreement executed by the parties specifying the Services purchased, fees, term, and any applicable configuration options, including elections of optional features.

1.12 "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including technical data, trade secrets, business plans, pricing, the terms of this Agreement, products, technical and/or business documentation, pricing information, computer programs, intellectual property, know-how, ideas, specifications, patent applications, methodologies, formulae, designs, processes, technology, techniques, drawings, inventions, diagrams, and all other relevant information pertaining to the Disclosing Party (defined herein).

1.13 "MarketIntel" means the optional package of features available for purchase as an add-on to the SiteIntel, as described in Section 2.2. The MarketIntel includes Competitor Intelligence Monitoring, External Link Assessment, and such other features as WebsiteTracker may make available under the MarektIntel add-on from time to time. Features within the MarketIntel that require contractual authorization from Customer are identified as such in Section 2.2 and the applicable Subscription Agreement.

1.14 "Competitor Intelligence Monitoring" or “CIM” means the feature within the MarketIntel by which the Company conducts automated Third-Party Scans of the Competitor Domains identified and directed by Customer, for the purpose of generating Competitor intelligence, governance insights, and related analysis. Competitor Intelligence Monitoring requires Customer's contractual authorization as set forth in Section 3.3(b) and the applicable Subscription Agreement.

1.15 "External Link Assessment" means the feature within the MarketIntel by which the Company conducts automated scans of publicly accessible third-party web pages linked from Customer's website, limited to: (a) the specific page on a third-party website to which Customer's website links; and (b) the publicly accessible home page of the root domain of that linked site. External Link Assessments are conducted solely to evaluate the link equity, and content quality signals for Customer's benefit. External Link Assessment data is used exclusively for the requesting Customer and is not aggregated with, shared with, or used to benefit any other customer of the Company. External Link Assessment requires Customer's contractual authorization as set forth in Section 3.3(d) and the applicable Subscription Agreement.

1.16 "Third-Party Scan" means an automated scan or analysis of a website owned or operated by a party other than Customer that is initiated through the Services at Customer's direction, including scans conducted as part of Competitor Intelligence Monitoring.

1.17 "Third-Party Scan Output" means any Website Scan Data, AI-Generated Output, report, insight, or other result generated by the Services from a Third-Party Scan or External Link Assessment.

1.18 "Competitor Domains" means the specific publicly available third-party domains or URLs that Customer has identified, affirmed, and directed the Company to scan as part of Competitor Intelligence Monitoring by completing the Competitor Domain list in the applicable Subscription Agreement. Scanning under Competitor Intelligence Monitoring is limited solely to the domains listed by Customer and does not extend to any other third-party website.

1.19 "Authorized Link Domains" means the third-party domains subject to External Link Assessment, being the root domains of external sites to which Customer's website links and which Customer has directed the Company to assess by electing External Link Assessment on the applicable Subscription Agreement.

1.20 “Law” shall mean any law, statute, rule, regulation, guideline, ordinance or other pronouncements of any governmental or regulatory authority having the effect of law in the United States of America, any foreign country or any territory, or any domestic or foreign state, province, county, city or other political subdivision. This includes but is not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA, CPRA), the Computer Fraud and Abuse Act (18 U.S.C. § 1030), the Personal Information Protection and Electronic Documents Act of Canada (PIPEDA), and the Privacy Act 1988 of Australia.

1.21 “Personal Information” shall mean any data that identifies, relates to, or could reasonably be linked to an individual or a household, directly or indirectly, or as otherwise defined by the relevant Law.

1.22 "Platform" means all technology, software, dashboards, application programming interfaces (“APIs”), and infrastructure used to deliver the Services.

ARTICLE 2

Scope of Services

2.1 SiteIntel. We will provide the SiteIntel to Customer in accordance with this Agreement. Certain features incorporate artificial intelligence and machine learning technologies, including large language models, to analyze, summarize, score, or generate insights regarding websites and digital properties, including insights derived from the MarketIntel where elected. Customer acknowledges that the use of AI Features is an integral part of the SiteIntel.

2.2 MarketIntel. The MarketIntel is an optional add-on package available for purchase alongside the SiteIntel Base Plan, and is added on as indicated in the Subscription Agreement. The MarketIntel includes the following features:

(a) Competitor Intelligence Monitoring. An automated scanning and analysis service that generates Competitor intelligence, governance insights, and related analysis from publicly accessible pages of Customer's Competitor Domains. Competitor Intelligence Monitoring requires Customer's prior contractual authorization by completing the Competitor Domain List in the applicable Subscription Agreement and completing the acknowledgments required by Section 3B(2) of the Subscription Agreement. CIM is strictly limited to the Competitor Domains listed by Customer and does not extend to any other third-party website.

(b) External Link Assessment. An automated scanning service that evaluates domain authority, link equity, and content quality signals for the Authorized Link Domains linked from Customer's Primary Website URL(s) indicated on the Subscription Agreement, limited to the specific linked page and the root domain home page of each linked site. External Link Assessment requires Customer's prior contractual authorization by completing the acknowledgments required by Section 3B(3) on the Subscription Agreement. External Link Assessment data is used exclusively for Customer and is not shared with or used to benefit any other customer or third-party.

(c) Additional Features. The MarketIntel may include additional features made available by the Company from time to time, as described in this Agreement or the Subscription Agreement. Unless expressly identified in the Subscription Agreement as requiring contractual authorization, such additional features do not require separate authorization beyond Customer's election of the MarketIntel.

Purchase of the MarketIntel as a whole, or of individual features within it, is made by Customer's election on the Subscription Agreement. Features requiring contractual authorization — currently Competitor Intelligence Monitoring and External Link Assessment — are not activated until Customer has completed the applicable authorization requirements set forth in the Subscription Agreement.

2.3 Free Scans. Users may access the limited Free Scans functionality at no charge to evaluate the Services. Free Scans may be subject to feature limits, volume caps, or fair-use throttling to prevent abuse.

2.4 Modifications. We may modify, suspend, or discontinue aspects of the Services with commercially reasonable notice for material changes needed to improve or protect the Services. We will use commercially reasonable efforts to minimize disruption to Customer's operations.

2.5 Support. We will provide support as described in this Agreement or the applicable Subscription Agreement during our standard support hours, which are between 8:00 a.m. and 5:00 p.m., central time, excluding weekends and U.S. Federally recognized holidays.

ARTICLE 3

Account Registration & Acceptable Use

3.1 Eligibility. Any user of the Services must be at least 18 years old and use the Services solely for lawful business purposes and in compliance with relevant Law. The Services are offered for business and commercial use and are not intended for personal, family, or household purposes.

3.2 Account Security. You agree to provide complete and accurate information during registration, to keep credentials secure, and not to share your credentials with anyone. You are responsible for all activity under your account. Notify us immediately of any unauthorized access. We may suspend or terminate your account if we detect misuse or security risks.

3.3 Authorized Scanning and Third-Party Websites.

(a) Customer Authorization. You may only initiate scans or analyses of websites that you own, control, or are expressly authorized to scan. All use must comply with applicable Law. You are prohibited from attempting to access or collect non-public data, or from accessing restricted areas of any system or website without proper authorization from the content owner. You are responsible for deploying your own Global Privacy Control compliance and CMP configuration.

(b) Competitor Intelligence Monitoring — Authorized Competitor Domains.

(i) Where Customer has elected Competitor Intelligence Monitoring as part of the MarketIntel on the Subscription Agreement, the Company will conduct Third-Party Scans of the specific domains Customer has identified and affirmed in the Competitor Domain List included in the Subscription Agreement. Scanning under Competitor Intelligence Monitoring is strictly limited to the Competitor Domains listed by Customer and does not extend to any other third-party website not listed therein.

(ii) By completing the Competitor Domain List and executing the Subscription Agreement, Customer: (A) confirms that it has identified each domain with the specific intent to direct the Company to scan that domain; (B) affirms that its direction to scan each listed domain is consistent with Customer's assessment of applicable Law, and the terms of service of each listed domain; and (C) acknowledges that the Company conducts these scans as Customer's agent and at Customer's direction, and that Customer indemnifies any holds Company harmless from any legal exposure arising from the scanning of a Competitor Domain at the direction of the Customer.

(iii) Third-Party Scans conducted as part of Competitor Intelligence Monitoring are limited to publicly accessible pages that do not require authentication, login credentials, or any form of access control to retrieve. Customer shall not list any domain or URL that requires a login, password, CAPTCHA completion, violation of the domain’s technical restrictions, or any other access barrier in the Competitor Domain List.

(iv) The Company identifies itself as "WebsiteTrackerBot" in the user agent string for all Third-Party Scans and complies with robots.txt directives published by the operators of Competitor Domains. If a domain's robots.txt disallows access to the WebsiteTrackerBot user agent, or if Company receives a cease and desist from the domain’s owner, that domain will not be scanned and the Company will notify Customer accordingly. Customer is responsible for updating the Competitor Domain List to reflect this limitation.

(v) Third-Party Scan Output from Competitor Domains is generated solely for Customer's use. The Company does not use Third-Party Scan Output derived from a customer's Competitor Domains for the benefit of any other customer.

(vi) The Company reserves the right to decline to scan, or to suspend scanning of, any Competitor Domain that the Company reasonably determines would or may expose the Company or Customer to legal liability or reputational harm, or that has implemented technical measures beyond robots.txt indicating that automated access is not permitted, without liability to Customer for such refusal or suspension.

(c) Personal Data on Third-Party Websites. Third-party websites scanned through the Services as part of Competitor Intelligence Monitoring or External Link Assessment may incidentally contain personal data of individuals. The Company does not intentionally collect or process such personal data as part of these activities. Customer is responsible for ensuring that any use of Third-Party Scan Output or External Link Assessment outputs that involves personal data of third parties complies with all applicable Laws. If Customer is located in the EU or UK, Customer acknowledges that Competitor Intelligence Monitoring or External Link Assessments of websites containing personal data may implicate Customer's obligations as a Controller as defined under applicable Laws, and Customer is solely responsible for ensuring a lawful basis exists for any such processing, as well as lawful handling of such information. Company does not act as a controller of any data.

(d) External Link Assessment: Authorized Link Domains.

(i) Where Customer has elected External Link Assessment as part of the MarketIntel on the Subscription Agreement, the Company will conduct automated External Link Assessments of the Authorized Link Domains — being the publicly accessible external websites to which Customer's Primary Website URL(s) links. Each External Link Assessment is limited to: (A) the specific linked page on the third-party website; and (B) the publicly accessible home page of that site's root domain. No other pages of any linked third-party website will be accessed.

(ii) By electing External Link Assessment on the Subscription Agreement, Customer: (A) directs the Company to conduct External Link Assessments of Authorized Link Domains as Customer's agent and on Customer's behalf; (B) affirms that Customer's publicly visible outbound links are not subject to contractual restrictions known to Customer that would prohibit automated scanning of the linked pages; and (C) acknowledges that the Company conducts External Link Assessments solely for Customer's benefit, and that the resulting data is used exclusively for Customer and is not shared with or used to benefit any other customer of the Company.

(iii) The Company identifies itself as "WebsiteTrackerBot" in the user agent string for all External Link Assessments and complies with robots.txt directives published by Authorized Link Domain operators. If an Authorized Link Domain's robots.txt disallows access to the WebsiteTrackerBot user agent, or if the Company receives a cease and desist notice from the domain’s owner, that domain will not be assessed and the relevant linked pages will be excluded from External Link Assessment outputs. The Company will notify Customer of any such exclusions.

(iv) External Link Assessment data is used exclusively for the requesting Customer. The Company does not aggregate, combine, or use External Link Assessment data derived from one customer's link profile for the benefit of any other customer, for platform-level algorithm training, or for any purpose other than providing External Link Assessment outputs to Customer.

(v) The Company reserves the right to exclude any Authorized Link Domain from External Link Assessment if the Company reasonably determines that scanning would violate that domain's terms of service, applicable law, or the Company's operational policies, without liability to Customer for such exclusion.

3.4 Prohibited Conduct. You may not, directly or indirectly:

(a) sublicense, assign, resell, rent, or lease the Services;

(b) reverse engineer, decompile, disassemble, decode, translate, or otherwise attempt to derive or gain access to the source code, algorithms, or non-public Application Program Interfaces of the Services;

(d) interfere with or disrupt the integrity, performance, or security of the Services, including use of the Services by any other customer;

(e) exceed plan limits or use automated scripts, bots, or scrapers against our Platform;

(f) use the Services to scan or collect data from websites you are not authorized to access, including any website that has implemented technical or legal restrictions on automated scanning;

(g) engage in unlawful, abusive, or fraudulent activity through the Services;

(h) remove or alter any proprietary notices on the Services;

(i) use AI Features or AI-Generated Output to train, fine-tune, or improve any external artificial intelligence or machine learning model, or to create datasets intended for such purposes, without our prior written consent.

3.5 Enforcement. If we determine a breach of this Article has occurred, we may, in our sole discretion and without liability: (i) restrict your access to the Services; (ii) require removal of offending content; (iii) terminate this Agreement for cause; and/or (iv) exercise other available remedies. Except in an emergency or as required by law, we will attempt to notify you before taking such action. You will promptly notify us of any event or circumstance related to this Agreement that could lead to a claim or demand against us, or a potential violation of Law.

3.6 MarketIntel — Permitted Use. The MarketIntel may be used to analyze publicly available information about competitor websites and linked external websites for legitimate business intelligence purposes. You agree that you will not use Competitor Intelligence Monitoring, External Link Assessment, other MarketIntel features, Third-Party Scan Output, or External Link Assessment outputs to:

(a) reproduce, distribute, or publicly display substantial portions of a third party's copyrighted website content;

(b) misappropriate trade secrets or confidential information of a third party;

(d) violate any applicable Law, including unfair competition law or regulation in any jurisdiction; or

(e) contact, target, or engage with the operators of scanned or assessed third-party websites in any manner that misrepresents the basis on which their website data was collected or that constitutes unsolicited commercial communication in violation of applicable Law.

AI-Generated Output derived from Competitor Intelligence Monitoring and External Link Assessment is provided for informational and analytical purposes only. You are responsible for independently verifying the accuracy of Competitor intelligence and digital authority outputs and for ensuring that your use of such outputs complies with applicable Law.

ARTICLE 4

Fees and Payment

4.1 Fees. Customer shall pay the fees set forth in the applicable Subscription Agreement ("Fees").

4.2 Subscriptions & Renewals. Paid subscriptions renew automatically unless canceled by Customer providing Company with 30 days’ prior written notice before the renewal date. For annual subscriptions, we will attempt to provide Customer at least 30 days' advance notice prior to renewal. Customer may cancel online through account settings at any time; cancellation takes effect at the end of the then-current subscription term and no partial-period refunds are provided except as required by applicable law or as specified in Section 4.6. If automatic renewal is not permitted under applicable law, Customer will be required to confirm renewal in writing.

4.3 Invoicing & Payment. We will invoice Customer as specified in the Subscription Agreement. Payments are processed through our third-party payment processor; Customer authorizes us to charge stored payment methods provided by Customer at each billing cycle. Customer will pay any undisputed Fees within 30 days of the invoice date. In the event Customer disputes any portion of an invoice in good faith, Customer shall pay the undisputed portion of the invoice by the date the invoice is due and shall submit to Company a written explanation for the disputed amount, setting forth with specificity Customer's grounds for such dispute. Customer must submit its written dispute to Company within 30 days of the date of invoice or such dispute shall be deemed waived, and invoices shall be deemed correct. In the event that the dispute is resolved against Customer, Customer shall pay all outstanding amounts plus interest at the rate referenced in, and calculated in accordance with, subsection 4.4 below.

4.4 Late Payment. Undisputed Fees not paid within 30 days of the invoice date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer shall pay for all costs and expenses, including reasonable attorney and expert fees, incurred by Company in enforcing its rights for payment under this Agreement. Customer shall pay all sales, use, excise, value added or other taxes; duties, levies or fees assessed by any government or other authority resulting from its relationship with Company under this Agreement.

4.5 Taxes. Fees are exclusive of applicable taxes. Customer is responsible for paying applicable taxes.

4.6 Fee Adjustments. We may adjust Fees upon 30 days' prior written notice to Customer, effective at the next renewal term. If Customer does not wish to continue at the adjusted Fee, Customer may cancel the affected subscription within 30 days of receiving the adjustment notice and receive a pro-rated refund for the unused remainder of the then-current term. Continued use of the Services after the effective date of a Fee adjustment constitutes acceptance of the adjusted Fees.

4.7 Non-Refundable. Except where required by law, all Fees are non-refundable. Refunds are granted only at our discretion or as required by applicable Law.

ARTICLE 5

License Grant & Intellectual Property

5.1 License Grant. We grant Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for Customer's internal business purposes during the term of this Agreement and in accordance with its terms and applicable Law.

5.2 Our Intellectual Property. All rights, title, and interest in and to the Services, Platform, software, algorithms, user interfaces, reports, and all intellectual property rights therein (collectively, "Company IP") are owned by us or our licensors. No license or ownership in the Company IP is transferred except as expressly stated in this Agreement.

5.3 Customer Content. Customer retains all right, title, and interest in Customer Content and Website Scan Data. Customer grants us a worldwide, royalty-free, perpetual license for de-identified data only, to use, copy, process, aggregate, and anonymize such data to operate, secure, and improve the Services, and for legitimate business purposes such as benchmarking and analytics. Customer acknowledges and agrees that Customer Content and Website Scan Data may be transmitted to and processed by AI Providers as necessary to provide AI Features.

5.4 Third-Party Website Content. Third-party website content accessed through Competitor Intelligence Monitoring and External Link Assessment may be protected by copyright, database rights, trade secrets, or other intellectual property rights owned by third parties. We do not claim any ownership of third-party website content. Third-Party Scan Output and External Link Assessment outputs generated by AI Features from third-party content are provided for analytical and informational purposes only. Customer is solely responsible for ensuring that its use of such outputs does not infringe the intellectual property rights of third parties, including through reproduction, distribution, or public display of copyrighted content beyond what is permitted by applicable Law, including fair use and equivalent doctrines.

5.5 Aggregate & De-Identified Data. We may use de-identified, aggregated data derived from the Services (which cannot reasonably be used to identify Customer or any individual) to improve our products and services, provided such use complies with applicable law. For the avoidance of doubt, Website Scan Data and Third-Party Scan Output derived from Competitor Intelligence Monitoring of Authorized Competitor Domains, and External Link Assessment data derived from Authorized Link Domains, are used exclusively for the requesting Customer and are not included in any aggregated or cross-customer dataset. De-identified, aggregated data derived from the Services remains our property.

5.6 Feedback. Customer grants us a perpetual, royalty-free, worldwide, irrevocable license to use and incorporate any Feedback into the Services without obligation or compensation to Customer.

5.7 AI-Generated Output. Customer acknowledges that: (a) AI-Generated Output is provided for informational purposes only; (b) AI-Generated Output may not be accurate, complete, or suitable for any particular purpose; (c) we make no representations or warranties regarding the accuracy, reliability, or fitness for a particular purpose of AI-Generated Output; and (d) ownership of AI-Generated Output may be subject to uncertainty under applicable intellectual property law, and we make no representations that AI-Generated Output is protectable by copyright or free from third-party intellectual property claims.

5.8 Restrictions. Customer agrees not to: (a) copy, modify, translate, or create derivative works based on the Services or Company IP; (b) claim ownership of any part of the Services or Company IP; or (c) use the Services or related outputs to develop, train, or assist a competing software product or service.

ARTICLE 6

Customer Content & Scanning Consent

6.1 Scanning Consent. By using the Services, Customer consents to our scanning of designated websites, including Competitor Domains and Authorized Link Domains directed by Customer through the applicable Subscription Agreement as part of the MarketIntel, and the collection, processing, and storage of Website Scan Data on Amazon Web Service (“AWS”), as described in our Privacy Policy.

6.2 Customer Privacy Obligations. Customer represents and warrants that: (i) it fully complies with applicable privacy and data protection and all other applicable Laws; and (ii) if Customer provides any Personal Information to us, Customer has obtained such data from the data subject(s) with consent for a lawful purpose and in accordance with applicable Law. Customer fully indemnifies, releases, and holds WebsiteTracker harmless for any claims or losses arising from Customer’s failure to comply with applicable Laws governing these services.

6.3 Sensitive Data. Customer is responsible for ensuring that any Customer Content submitted to the Services, including content that may be processed by AI Features, does not include sensitive Personal Information (such as government identification numbers, financial account information, health or medical information, precise geolocation, racial or ethnical origin, citizen or immigration status, biometric data, or data relating to minors). We are not responsible for any Personal Information, including sensitive Personal Information, that is inadvertently submitted to AI Features or that is incidentally encountered on third-party websites during Competitor Intelligence Monitoring or External Link Assessments conducted at Customer's direction, and Customer agrees to indemnify and hold Company harmless from any resulting claims or losses.

6.4 Data Retention. We retain data only as long as necessary to provide the Services or as required by law. Upon termination or deletion requests, Customer data will be removed from Company’s active systems within a reasonable period, and from backups on a standard rotation schedule consistent with our retention practices. Website Scan Data and AI-processed data are retained only as long as necessary to provide the Services, subject to AI Provider retention practices described in our Privacy Policy.

6.5 Security. We maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Content from accidental or unlawful destruction, loss, alteration, or unauthorized access. In the event of a confirmed security incident involving Customer data, we will notify Customer without undue delay and in no event later than seventy-two (72) hours after becoming aware of the incident, and provide details and mitigation steps. Customer must inform us immediately upon discovery of any security incident involving the Services for which it becomes aware.

ARTICLE 7

Subprocessors

We engage third-party service providers ("Subprocessors"), including hosting providers, analytics vendors, payment processors, and AI Providers, to deliver or support delivery of the Services. We maintain contractual obligations with Subprocessors requiring appropriate data protection and security measures. A current list of Subprocessors, including AI Providers, is available upon request at info@websitetracker.com. We are not responsible for the acts or omissions of Subprocessors beyond our contractual obligations with them.

ARTICLE 8

Confidentiality

8.1 Confidential Information. Each party may receive ("Receiving Party") Confidential Information of the other party ("Disclosing Party") in connection with this Agreement, including technical data, trade secrets, business plans, pricing, and the terms of this Agreement.

8.2 Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (no less than reasonable care); (b) not disclose Confidential Information to third parties without prior written consent of the Disclosing Party; and (c) use Confidential Information solely for purposes of performing under this Agreement. If either party becomes aware of an actual or potential unauthorized disclosure of Confidential Information, it must immediately notify the other party. Each Party’s confidentiality obligations shall survive this Agreement for so long as the Confidential Information disclosed under this Agreement remains confidential (other than due to a breach of this Agreement by Receiving Party).

8.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party to the extent permitted by law; (e) is authorized to be disclosed by a third party with the right to do so; or (f) is independently developed by the Receiving Party without the use of, or access to, the Disclosing Party’s Confidential Information.

If Receiving Party becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any of Disclosing Party’s Confidential Information, then Receiving Party shall (if legally permitted) notify Disclosing Party of the requirement promptly in writing so that Disclosing Party may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, or if Disclosing Party waives in writing compliance with the terms hereof, then Receiving Party shall furnish only that portion of the information which Receiving Party is advised by written opinion of counsel is legally required and Receiving Party will exercise reasonable efforts to obtain confidential treatment of such information.

ARTICLE 9

Artificial Intelligence Features & Limitations

9.1 Use of AI in the Services.

(a) SiteIntel. AI Features are used to analyze website content, including content from Competitor Intelligence Monitoring of Authorized Competitor Domains and External Link Assessments of Authorized Link Domains, to identify governance issues, generate Competitor intelligence, assess digital authority, surface recommendations, and other legally permissible uses. AI-Generated Output is informational and does not constitute legal, technical, or professional advice. Customer is solely responsible for decisions made based on AI-Generated Output, including decisions informed by Third-Party Scan Output and External Link Assessment outputs.

9.2 No Guarantee of Accuracy. AI-Generated Output may contain errors, inaccuracies, or omissions. AI technologies can produce output that appears plausible but is factually incorrect ("hallucinations") or that may not reflect current information. This risk is heightened for Third-Party Scan Output and External Link Assessment outputs, which are derived from content that we do not own, control, or update, and which reflect only the pages scanned at the time of the scan. Customer agrees to independently verify any AI-Generated Output, including Third-Party Scan Output and External Link Assessment outputs, before relying on it for business decisions or any other material purpose.

9.3 Human Review Responsibility. Customer is solely responsible for evaluating and determining the accurateness and appropriateness of AI-Generated Output for its specific use case. AI Features are not a substitute for professional judgment. Customer will have a qualified personnel review AI-Generated Output before using it for business judgment decisions.

9.4 No Professional Advice. AI-Generated Output does not constitute legal, financial, technical, business, medical, or other professional advice. Customer should not rely on AI-Generated Output as a basis for professional recommendations to its own clients or customers without independent human verification.

9.5 AI Provider Terms. Customer's use of AI Features may be subject to the terms and acceptable use policies of our AI Providers, which are incorporated by reference to the extent applicable. We will notify Customer of any material AI Provider terms that directly affect Customer's use of the Services.

9.6 Prohibited AI Inputs. Customer agrees not to submit to AI Features any content that: (a) includes sensitive Personal Information (as described in applicable Law and this Agreement); (b) is intended to manipulate, deceive, or circumvent the operation of AI systems ("prompt injection" or similar attacks); (c) is designed to elicit harmful, unlawful, or policy-violating output from AI systems; (d) violates any AI Provider's acceptable use policy; (e) or violates any applicable Law.

9.7 Changes to AI Features. AI Features may change over time as underlying models are updated, retrained, or replaced. We will use commercially reasonable efforts to provide notice of material changes to AI Features that affect the output or functionality Customer relies upon, but we cannot guarantee the consistency of AI-Generated Output across model updates.

9.8 Evolving AI Regulation. AI and automated decision-making are subject to rapidly evolving legal requirements, including the EU AI Act, anticipated CPPA Automated Decision-making Technology (ADMT) rules, and other emerging frameworks. We will use commercially reasonable efforts to update the Services to maintain compliance with applicable AI regulations and Laws as they are finalized, and will communicate material changes as they impact the Services to Customer with reasonable notice.

9.9 Third-Party AI Providers. We engage AI Providers to power AI Features. Customer Content or Website Scan Data, including Third-Party Scan Output and External Link Assessment data, may be transmitted to AI Providers for processing solely in connection with providing the Services to Customer. We maintain contractual protections with AI Providers governing data use and security; however, we are not responsible for the acts or omissions of AI Providers beyond our contractual obligations with them. A current list of AI Providers is available upon request.

9.10 Feedback on AI Output. If Customer identifies errors or concerning output from AI Features, we encourage Customer to report such issues to us at info@websitetracker.com. Such reports will be treated as Feedback under Section 5.6 and will be used to improve the Services.

ARTICLE 10

Representations and Warranties

10.1 Mutual Representations. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes a binding and enforceable obligation; (c) it is in compliance with an will continue to comply during the terms of this Agreement and its performance does not violate applicable Law or any third-party agreement; and (d) it has the requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.

10.2 Our Representations. We represent and warrant that the Services will perform materially in accordance with the specifications as stated on the Subscription Agreement, and we will provide any labor related to the Services in a professional and workmanlike manner.

10.3 Customer Representations. Customer represents and warrants that: (a) Customer has the right to deploy the Services on its website(s), including its Primary Website URL(s), and to submit Customer Content to the Services; (b) Customer's website(s) include privacy disclosures consistent with Article 6.2; (c) Customer will use the Services in compliance with all applicable Laws; (d) Customer fully complies with applicable privacy and data protection Laws; (e) if Customer provides Personal Information to us, Customer has obtained such data lawfully and for a lawful purpose in accordance with applicable law; (f) Customer will not use the Services for high-risk activities such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage; (g) Customer will not rely on AI-Generated Output as the sole basis for any decision that may have a significant impact on the rights, safety, or well-being of any individual; (h) each domain listed by Customer in the Competitor Domain List on the Subscription Agreement has been identified with the specific intent to direct the Company to scan that domain as part of Competitor Intelligence Monitoring, and Customer has a good-faith basis to believe that automated scanning of each listed domain is consistent with applicable Law and that domain's terms of service; and (i) Customer's publicly visible outbound links subject to External Link Assessment are not, to Customer's knowledge, subject to contractual restrictions that would prohibit automated scanning of the linked pages by the Company acting at Customer's direction.

10.4 Warranty Notice Period. Customer must provide written notice within 10 days of delivery of the Services of an alleged breach of this Article 10 and provide sufficient detail to allow us to correct and redeliver the Services. Our sole obligation, and Customer’s exclusive remedy for breach of this warranty, is to use commercially reasonable efforts to correct non-compliance reported during this period.

10.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE FROM HARMFUL CODE. AI-GENERATED OUTPUT IS NOT GUARANTEED TO BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, AND IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT HUMAN VERIFICATION. THIRD-PARTY SCAN OUTPUT AND EXTERNAL LINK ASSESSMENT OUTPUTS ARE DERIVED FROM CONTENT WE DO NOT OWN OR CONTROL, REFLECT ONLY THE SPECIFIC PAGES SCANNED AT THE TIME OF EACH SCAN, AND ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. THE INTERNET IS NOT A SECURE MEDIUM AND WE ARE NOT LIABLE FOR DISRUPTION, INTERCEPTION, OR BREACH CAUSED BY THIRD PARTIES OR INHERENT INTERNET LIMITATIONS. NO STATEMENT OR WRITING OF ANY OF OUR REPRESENTATIVES WILL CREATE ANY REPRESENTATION OR WARRANTY NOT SET FORTH IN THIS AGREEMENT.

ARTICLE 11

Limitation of Liability

11.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF PRODUCTION, USE, DATA, BUSINESS, REVENUE, SAVINGS, GOODWILL, SOFTWARE, HARDWARE, OR PROFIT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

11.2 Additional Exclusions. WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR: (a) ANY SUSPENSION, DOWNTIME, SERVICE LIMITATIONS, REMEDIATION, OR DEFECTS; (b) ANY GOOD FAITH ACTION TAKEN BY US IN PERFORMING THIS AGREEMENT; (c) OUR COMPLIANCE WITH ANY DIRECTION OR INSTRUCTION OF CUSTOMER OR CUSTOMER'S REPRESENTATIVES; (d) ANY INACCURACY, ERROR, OMISSION, OR HALLUCINATION IN AI-GENERATED OUTPUT, OR CUSTOMER'S RELIANCE THEREON; (e) ANY ACT OR OMISSION OF A THIRD-PARTY AI PROVIDER; (f) ANY CLAIM ARISING FROM OR RELATED TO A THIRD-PARTY SCAN OF AN AUTHORIZED COMPETITOR DOMAIN CONDUCTED AS PART OF COMPETITOR INTELLIGENCE MONITORING, INCLUDING ANY CLAIM BY THE OPERATOR OF THAT DOMAIN ARISING FROM AUTOMATED SCANNING CONDUCTED AT CUSTOMER'S DIRECTION; OR (g) ANY CLAIM ARISING FROM OR RELATED TO AN EXTERNAL LINK ASSESSMENT OF AN AUTHORIZED LINK DOMAIN, INCLUDING ANY CLAIM BY THE OPERATOR OF THAT DOMAIN ARISING FROM AUTOMATED SCANNING CONDUCTED AT CUSTOMER'S DIRECTION.

11.3 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE 6 MONTHS PRECEDING THE CLAIM.

ARTICLE 12

Indemnification

12.1 Our Indemnification. Subject to the limitations set forth in Article 11, we shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against third-party claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from our infringement of a third party's intellectual property rights in the Services through no fault of Customer, provided Customer promptly notifies us of the claim, allows us sole control of the defense and settlement, and provides reasonable cooperation at our expense.

Our indemnification obligations do not apply to claims arising from: Customer Content; combinations of the Services with other products or services not provided by us; unauthorized modifications to the Services; use of the Services outside the scope of or not in compliance with this Agreement; claims arising from hallucinations, lack of human input by Customer, the inherent nature of AI technologies or the output of third-party AI Providers; any claim arising from or related to a Third-Party Scan of an Authorized Competitor Domain initiated at Customer's direction as part of Competitor Intelligence Monitoring; or any claim arising from or related to an External Link Assessment conducted at Customer's direction. Our liability under this Section will not exceed the Limitation of Liability in Article 11.

If the Services are determined or believed by us to infringe third-party rights, we may, at our discretion: (i) modify or replace the Services to make them non-infringing while providing materially equivalent functionality; (ii) obtain the right for Customer to continue using the Services; or (iii) if neither option is commercially practicable, terminate this Agreement with prompt written notice and refund prepaid Fees for the unused period.

12.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless us and our officers, directors, employees, and agents from and against third-party claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's use or misuse of the Services and breach of this Agreement; (b) any unlawful or unauthorized website scans or data access; (c) any Third-Party Scan of an Competitor Domain conducted as part of Competitor Intelligence Monitoring that violates the terms of service, robots.txt directives honored by the Company, or applicable law of that domain, including any claim brought by the operator of that domain arising from scanning conducted at Customer's direction; (d) any External Link Assessment of an Authorized Link Domain that violates the terms of service or applicable law of that domain, including any claim by the operator of that domain arising from scanning conducted at Customer's direction; (e) Customer Content; (f) Customer's infringement of any intellectual property rights, including the intellectual property rights of third-party website operators whose content is accessed through Competitor Intelligence Monitoring or External Link Assessments; (g) Customer's failure to maintain legally compliant privacy disclosures; (h) Customer's use of the Services in violation of applicable Law; (i) Customer's reliance on AI-Generated Output, Third-Party Scan Output, or External Link Assessment outputs without independent human verification; or (j) Customer's negligent, reckless, or willful acts or omissions.

12.3 Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of the claim or of its potential right to defense and indemnification in detail, including the basis for the claim; (b) give the indemnifying party sole control of the defense and settlement, provided no settlement imposes unconsented obligations on the indemnified party or settlement in a manner that materially adversely affects the indemnified party without its consent; and (c) provide reasonable cooperation at the indemnifying party's expense.

ARTICLE 13

Term and Termination

13.1 Term. This Agreement commences on the date Customer executes the Subscription Agreement it and continues for the initial term specified in the applicable Subscription Agreement ("Initial Term"). Unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term, this Agreement shall automatically renew for successive one-year periods.

13.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

13.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon 30 days' written notice.

13.4 Suspension. We may suspend Customer's access to or use of the Services for violation of this Agreement, non-payment, suspected abuse, actual or suspected security or technical risks, or compliance with a valid legal request. Upon suspension, Customer shall immediately cease, and cause its representatives, employees, agents, etc., to cease, access and use of the Services until further notice; applicable Fees will continue to accrue unless otherwise stated.

13.5 Effect of Termination.

(a) All licenses granted hereunder terminate immediately upon termination of this Agreement or the relevant Subscription Agreement, and Customer will no longer have access rights, privileges, and authorizations to the Services.

(b) Customer will have 30 days to request an export of Customer Content and Website Scan Data before permanent deletion. Data obtained in violation of this Agreement or applicable Law is not eligible for export.

(c) We will return or securely delete Customer Personal Information within 30 days of termination, or as required by applicable law.

(d) All Fees and other payment obligations accrued prior to termination shall survive and become immediately due and payable.

(e) Any off-boarding, data extraction, and/or migration services Company provides, including those that are the subject of a separate Subscription Agreement, shall be subject to and governed by the terms of this Agreement.

13.6 Survival. Articles 1, 5, 6.4, 7, 8, 9, 10.5, 11, 12, 13.5, 13.6, and 14 survive termination of this Agreement.

ARTICLE 14

General Provisions

14.1 Governing Law; Venue. This Agreement is governed by and construed under the laws of the State of Delaware, excluding its conflict-of-law rules. For injunctive relief permitted outside arbitration, the exclusive venue shall be the state and federal courts located in Minnesota.

14.2 Dispute Resolution. The parties shall attempt to resolve disputes through good-faith management-level discussions. If the dispute remains unresolved after 30 days, disputes shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), conducted in English by a single arbitrator in Minnesota, unless otherwise mutually agreed. The arbitrator's decision is final and binding, and no arbitrator has authority to award relief in excess of what this Agreement provides.

14.3 Exceptions to Arbitration. Either party may seek injunctive relief in Minnesota courts to protect intellectual property or confidential information. Nothing herein prohibits us from enforcing claims for payment in any court.

14.4 Class Action Waiver. Any arbitration or proceeding shall be limited to the dispute between us and Customer individually. To the fullest extent permitted by law, no arbitration shall be joined with any other person or entity. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL.

14.5 Export Control & Sanctions. Customer agrees to comply with all applicable export and re-export control laws and economic sanctions regulations, including those administered by the U.S. Department of Commerce, U.S. Department of State, and the U.S. Department of the Treasury. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to U.S. embargo, or listed on any U.S. government list of prohibited or restricted parties.

14.6 Notices. Notices must be in writing and delivered by email with confirmation of receipt, overnight courier, or certified mail. Notices to Customer may be sent by email to the address on file. Notices to us should be sent to: info@websitetracker.com / TrueFunnel, LLC d/b/a WebsiteTracker, 720 W St Germain Street, Suite 250, St Cloud, MN 56301.

14.7 Entire Agreement. This Agreement, together with any applicable Subscription Agreement and referenced documents (including the Privacy Policy), constitutes the entire agreement of the parties regarding its subject matter and supersedes all prior agreements and understandings. No oral or written statements not contained herein shall modify or supplement this Agreement unless expressly agreed in writing by both parties.

14.8 Amendments. We may update these Terms from time to time. Material updates will be communicated by reasonable means, which may include posting an updated version on our website or notifying Customer by email. Continued use of the Services after the effective date constitutes acceptance of the revised Terms. If Customer does not agree to a material change, Customer may terminate its account and the subscription will not renew at the end of the current term.

14.9 Order of Precedence. In the event of conflict between this Agreement and the Subscription Agreement, the Subscription Agreement controls for the specific conflicting term(s) only.

14.10 Assignment. Customer may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets.

14.11 Force Majeure. Excepting Customer's payment obligations, neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, labor disturbances, pandemics, epidemics, cyberattacks that could not have been reasonably prevented, governmental action, or internet outages (“Force Majeure Event”). Customer may terminate the Agreement if Services are delayed more than 60 days by a Force Majeure Event, provided all amounts owed for prior Services are paid.

14.12 Waiver & Severability. Failure to enforce any provision shall not constitute a waiver of a party’s rights under this Agreement. If any provision is held unenforceable, the remaining provisions continue in full force and effect.

14.13 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing herein creates any agency, partnership, joint venture, employment, or fiduciary relationship.

14.14 Insurance. Each party will obtain and maintain during the term comprehensive general liability, workers' compensation, professional liability, cyber liability, and other insurance in amounts each deems necessary to protect its individual interests.

14.15 Publicity. Unless otherwise agreed in writing, we may identify Customer by name and logo as a customer in marketing materials and on our website. Customer may withdraw this consent at any time by written notice.

14.16 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. The execution and delivery of counterparts may be accomplished by email or facsimile signatures, or use of an online signing resource including but not limited to DocuSign. The parties agree that the electronic signature of a party to this Agreement, including exchange of counterparts by portable document format (pdf), shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement.

14.17 Beta Features. We may offer access to beta or experimental features, including beta AI Features. Beta features are provided "as is," may be modified or discontinued at any time, and are excluded from any service level or support commitments. Beta AI Features may produce output with a higher rate of error or inaccuracy than production AI Features, and Customer should exercise additional caution when relying on output from beta AI Features.

14.18 Privacy Policy Changes. Material Privacy Policy amendments affecting processing under this Agreement will be communicated with at least 30 days’ prior notice. If the new policy adversely affects the services within, Customer may terminate under the termination provision.

Contact: WebsiteTracker (TrueFunnel, LLC) | 720 W St Germain Street, Suite 250 | St. Cloud, MN 56301 | info@websitetracker.com | 866-549-4191