Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and CDAOX LLC, an Illinois limited liability company doing business as Analytic Story Architects and ASA Engine (“ASA,” “we,” “us,” or “our”).

By accessing or using the ASA Engine platform at app.asa-engine.ai (the “Service”), you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

If you do not agree to these Terms, you may not access or use the Service.

2. Definitions

“Customer Data” means all data, files, documents, reports, and other content that you upload to, transmit through, or make available via the Service, including but not limited to marketing platform exports, media plans, MMM model outputs, brand lift studies, creative performance data, and campaign briefs.

“ASA Outputs” means all narratives, reports, executive briefs, analyst reports, email summaries, presentation materials, evidence packages, and other deliverables generated by the Service from Customer Data.

“ASA Technology” means all proprietary technology, algorithms, calibration methodologies, agent architectures, prompts, and software that comprise the Service, including but not limited to the Evidence Firewall architecture, calibration chain, MOAT constraint logic, and the Executive Truth Stack framework.

“Authorized Users” means individuals authorized by Customer to access and use the Service under Customer’s account.

“Order Form” means any ordering document, statement of work, or proposal executed by the parties that references these Terms and specifies the scope, fees, and term of the Service.

“Beta Features” means any features, functionality, or services identified as alpha, beta, preview, early access, or similar designation.

3. Description of the Service

ASA Engine is a narrative intelligence platform that processes marketing campaign data and generates calibrated, evidence-backed analytical narratives. The Service operates on the following architectural principles:

3.1 Evidence Firewall

All financial metrics within ASA Outputs are computed deterministically by software. AI language models are used solely for narrative generation, interpretation, and contextual explanation. AI models do not perform financial calculations. This separation is a core architectural constraint of the Service.

3.2 Calibration

The Service applies proprietary calibration methods to reconcile platform-reported metrics. Calibrated metrics (“True ROAS,” “True CPA,” and similar) are modeled estimates based on deterministic computation and configured calibration factors. They are not audited financial statements and should not be relied upon as sole financial authority for budget decisions.

3.3 MOAT Constraint

As a systemic design principle, ASA’s calibrated return metrics will always be less than or equal to platform-reported return metrics. The Service is designed to deflate, never inflate, performance claims.

3.4 Architectural Integrity

3.5 AI-Generated Content Acknowledgment

ASA Outputs include narratives generated by large language models (LLMs). While financial metrics are computed deterministically and are not subject to LLM variability, the narrative interpretations, contextual explanations, and recommendations within ASA Outputs are AI-generated and may occasionally contain inaccuracies or contextual errors. Customer should review all AI-generated narratives before relying on them for high-stakes business decisions.

3.6 No Model Training

ASA does not use Customer Data or ASA Outputs to train, fine-tune, or improve generalized AI models. Customer Data is processed solely for the purpose of generating ASA Outputs for the submitting Customer.

3.7 Beta Features

ASA may offer Beta Features from time to time. Beta Features are provided “as is” without warranty or support commitment and may be modified, suspended, or discontinued at any time without notice. Beta Features are not subject to any SLA or uptime commitment.

4. Customer Data

4.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. Nothing in these Terms transfers ownership of Customer Data to ASA.

4.2 License to Process

You grant ASA a limited, non-exclusive, non-transferable license to access, process, analyze, and store Customer Data solely for the purpose of providing the Service to you. This license terminates when your use of the Service ends, subject to the data retention provisions in Section 4.5.

4.3 Customer Representations

You represent and warrant that: (a) you have the right to provide the Customer Data to ASA; (b) the Customer Data does not violate any third-party rights; (c) the Customer Data does not contain personally identifiable information (“PII”) of individual consumers unless expressly agreed in a separate Data Processing Agreement; (d) the Customer Data does not include data subject to HIPAA, GLBA, FERPA, or similar sector-specific regulations unless expressly agreed in writing; and (e) the Customer Data does not include data subject to export control restrictions.

4.4 Data Security Incidents

ASA will notify Customer without undue delay, and in no event later than seventy-two (72) hours, after becoming aware of a confirmed security incident that results in unauthorized access to, or disclosure of, Customer Data. Such notification will include: (a) a description of the incident; (b) the categories and approximate volume of data affected; (c) the measures taken or proposed to address the incident; and (d) a point of contact for further information.

4.5 Data Retention and Deletion

Upon termination of your account, ASA will retain Customer Data for thirty (30) days to allow for export. After this period, Customer Data will be permanently deleted from all ASA systems, including backups, within sixty (60) days. Deletion is permanent and non-recoverable. You may request immediate deletion at any time by contacting legal@asa-engine.ai.

4.6 Customer Responsibility for Export

ASA is not responsible for loss of Customer Data resulting from Customer’s failure to export data prior to the expiration of the retention period described in Section 4.5.

5. Intellectual Property

5.1 ASA Technology

ASA retains all rights, title, and interest in and to the ASA Technology, including all patents (pending and issued), copyrights, trade secrets, trademarks, and other intellectual property rights. The Executive Truth Stack is a trademark of CDAOX LLC. The ASA Engine architecture and calibration methodology are the subject of a pending patent application.

5.2 ASA Outputs

Subject to ASA’s intellectual property rights in the underlying methodology and ASA Technology, Customer owns the specific ASA Outputs generated from Customer Data. Customer may use, distribute, and modify ASA Outputs for Customer’s internal and external business purposes. For clarity: Customer owns the specific narratives, metrics, and recommendations generated from their data; ASA retains ownership of all embedded methodologies, prompt structures, calibration logic, and architectural patterns reflected in the output format.

5.3 No Reverse Engineering

Customer may not reverse-engineer, decompile, or attempt to derive the calibration factors, agent prompts, architectural patterns, or algorithms of the ASA Technology from ASA Outputs or any other aspect of the Service.

5.4 Feedback

If you provide suggestions, feature requests, or other feedback regarding the Service, ASA may use such feedback without restriction or obligation to you.

6. Restrictions on Use

You agree not to: (a) sublicense, sell, or redistribute the Service or access thereto; (b) reverse-engineer, decompile, or attempt to derive the source code or algorithms of the ASA Technology; (c) use the Service to build a competing product or service; (d) conduct benchmarking or competitive analysis of the Service without ASA’s prior written consent; (e) share login credentials among multiple individuals (each Authorized User requires a separate account); (f) upload data subject to HIPAA, GLBA, FERPA, export control, or similar regulations without prior written agreement; (g) upload personal data of minors; (h) use the Service for any unlawful purpose; or (i) attempt to circumvent any security measures of the Service.

7. Fees and Payment

7.1 Fees

Fees for the Service are set forth in the applicable Order Form or as otherwise agreed in writing between the parties. In the absence of an Order Form, the Service is provided on the terms communicated at the time of account creation.

7.2 Payment Terms

Unless otherwise specified in an Order Form, all invoices are due within thirty (30) days of the invoice date (“Net 30”). Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

7.3 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, and similar taxes, excluding taxes based on ASA’s net income.

7.4 Suspension for Non-Payment

ASA may suspend access to the Service if any invoice remains unpaid for more than fifteen (15) days past the due date, after providing at least five (5) days’ prior written notice. ASA will restore access promptly upon receipt of payment.

8. Disclaimers and Limitations

8.1 Not Professional Advice

ASA Outputs are analytical narratives based on the data you provide. They do not constitute financial advice, investment advice, legal advice, tax advice, or accounting advice. ASA Outputs should be used as one input among many in your decision-making process. You are solely responsible for all business decisions made using ASA Outputs.

8.2 No Regulatory Compliance Warranty

ASA does not guarantee compliance with SEC, FTC, advertising disclosure, or any other regulatory requirements. ASA Outputs do not constitute audited financial statements, regulatory filings, or independent financial audits. Customers are solely responsible for ensuring their use of ASA Outputs complies with applicable laws and regulations.

8.3 Data Quality

The quality and accuracy of ASA Outputs depend on the quality and completeness of Customer Data. ASA is not responsible for inaccuracies in ASA Outputs that result from incomplete, incorrect, or corrupted Customer Data.

8.4 Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ASA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

8.5 Service Levels

Unless specified in an applicable Order Form, the Service is provided without a guaranteed uptime commitment or service level agreement. ASA will use commercially reasonable efforts to maintain availability of the Service.

8.6 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASA’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE AMOUNTS PAID BY YOU TO ASA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL ASA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

The foregoing limitations shall not apply to: (a) either party’s breach of confidentiality obligations under Section 11; (b) either party’s indemnification obligations; or (c) liability arising from gross negligence or willful misconduct.

9. Indemnification

You agree to indemnify, defend, and hold harmless ASA and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Service; (b) your breach of these Terms; (c) your Customer Data; or (d) any business decisions made based on ASA Outputs.

10. Suspension

ASA may temporarily suspend Customer’s access to the Service, in whole or in part, if: (a) ASA reasonably determines that Customer’s use poses a security risk to the Service or other customers; (b) Customer is in material violation of these Terms; (c) Customer’s account is delinquent as described in Section 7.4; or (d) suspension is required to comply with applicable law or a valid legal process. ASA will provide advance notice of suspension where practicable and will restore access promptly when the condition giving rise to suspension is resolved.

11. Confidentiality

Each party agrees to hold in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Neither party will use the other party’s Confidential Information except as necessary to fulfill its obligations under these Terms. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is lawfully obtained from a third party without restriction.

For avoidance of doubt, Customer Data is Customer’s Confidential Information. ASA Technology, including calibration methodologies, agent architectures, and prompt structures, is ASA’s Confidential Information.

12. Term and Termination

12.1 Term

These Terms are effective as of the date you first access the Service and continue for the term specified in the applicable Order Form, or until terminated by either party.

12.2 Termination for Convenience

Either party may terminate these Terms by providing thirty (30) days’ written notice to the other party.

12.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice thereof.

12.4 Effect of Termination

Upon termination: (a) your access to the Service will cease; (b) Customer Data will be handled in accordance with Section 4.5; (c) any outstanding fees for the period prior to termination remain due; (d) Sections 2, 4.5, 4.6, 5, 8, 9, 11, 13, and 14 will survive termination.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Illinois, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall be resolved exclusively in the state or federal courts located in Cook County, Illinois. Each party consents to the personal jurisdiction of such courts.

14. General Provisions

Entire Agreement. These Terms, together with any applicable Order Forms, Statements of Work, or Data Processing Agreements, constitute the entire agreement between the parties regarding the subject matter hereof.

Order of Precedence. In the event of a conflict between these Terms and an Order Form, the Order Form shall prevail with respect to the specific subject matter of such Order Form.

Amendments. ASA may update these Terms from time to time. Material changes will be communicated to you via email or through the Service at least thirty (30) days before taking effect. Continued use of the Service after such notice constitutes acceptance of the updated Terms.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Assignment. You may not assign these Terms without ASA’s prior written consent. ASA may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices. All notices under these Terms shall be sent to legal@asa-engine.ai for ASA, and to the email address associated with your account for Customer.

Force Majeure. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or disruptions to internet infrastructure.

Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.