Optimize360™ Intelligence Platform Terms

Last Updated: September 30, 2026

These Intelligence Platform Terms are in addition to, and supplement, the Master Services Agreement terms located at www.brandpoint.com/master-services-agreement (or any other existing master services agreement in place between the parties) (the “MSA”) and apply to Client’s access to, and use of, the Intelligence Platform. Capitalized terms not otherwise defined herein have their meanings in the MSA, with any statement of work, order form, invoice, purchase order, subscription purchase, account creation, or other action to access or use a Service being deemed an “Order” for the purposes of these terms and all such Orders, past or present, being subject to the MSA generally.

1. DEFINITIONS.

“Account” means a registered account established and maintained on the Intelligence Platform by or on behalf of Client, which serves as the primary means through which the Client accesses and uses the Intelligence Platform. Each Account shall be associated with a single Client and its affiliates.

"Aggregated Data" means data derived from the operation of the Intelligence Platform that has been processed (whether through aggregation or otherwise) so that it no longer identifies any Client, Brand, or natural person. Aggregated Data is Brandpoint’s Confidential Information.

“AI Visibility Quality Score” or "AIVQS" means Brandpoint’s proprietary composite metric measuring the quality of a Brand's representation in Target System’s responses, including its component sub-metrics (e.g., competitive prominence/ranking, content response alignment, and conversation depth).

"Authorized Users" means Client's employees or contractors authorized by Client, and attached to Client's Account, who are provisioned with credentials by Brandpoint to access and use the Intelligence Platform.

"Beta Features" means any features, products, or functionality identified as alpha, beta, preview, pilot, early access, or evaluation, and which have not been fully implemented into the Intelligence Platform.

“Brand” means a brand, sub-brand, or master brand on whose behalf Client will use the Platform.

"Client Data" means data submitted to the Services by or on behalf of Client, including Dashboard configurations (brand names, product names, competitors to monitor, entity keywords, prompts), campaign metadata, calendars and events, personas or persona parameters supplied by Client, and content submitted for analysis. Client Data includes Inputs, but does not include Aggregated Data.

"Dashboard" means the configuration and reporting feature within the Platform that is specific to a Brand and enabled for monitoring under Client’s Account.

"Derived Data" means data, metrics, scores, analytics, insights, benchmarks, models, indexes, and reports generated by Brandpoint or the Services through the operation of the Intelligence Platform, including AIVQS, PVI, and other Metrics, whether or not created with reference to Client Data or Target System responses.

"Metrics" means Brandpoint's proprietary scoring methodologies and outputs, including without limitation AIVQS, PVI, Visibility Rate (“VR”), Quality-When-Present (“QWP”), Expected Visibility Impact (“EVI”), Share of Voice, Competitive Prominence, Sentiment Indicator, Citation Rate, AI Bot Accessibility, Conversation Depth, Confidence Grades, and the Brand Love Curve, together with their formulas, weightings, and statistical methods.

"Output" means reports, visualizations, recommendations, insights, summaries, and other content generated by the Services and made available to Client, excluding the Metrics methodologies, Derived Data, and the Intelligence Platform itself.

“Prompt Visibility Impact” or "PVI" means Brandpoint's proprietary per-prompt/per-query metric combining visibility frequency and visibility quality.

“Target System” means a software application owned or operated by a third party that is accessed or queried by Brandpoint in its operation of the Intelligence Platform to create the Derived Data and Output presented to Client. Target Systems include third-party large-language models with which Brandpoint interacts in operating the Intelligence Platform.

2. Intelligence Platform License. Subject to the terms and conditions herein and payment of all applicable fees, Brandpoint grants Client a limited, non-exclusive, non-transferable, non-sublicensable (except as otherwise set forth) license to access and use the Intelligence Platform according to the specifications of the applicable Order, solely for Client’s internal business purposes (and, if Client is an agency, solely for the internal business purposes of the Brands specifically identified in the Order or enabled as additional Dashboards during the Term), solely through Authorized Users, and solely in accordance with all applicable laws.

3. Accounts. Client must register and create an Account in order to access and use the Intelligence Platform. Client may need to provide certain registration details and billing information on behalf of itself or other users to create an account. It is a condition of Client’s access and use of the Intelligence Platform that all the information Client provides for its Account is correct, current, and complete. Client will not in any way misrepresent Client’s or any Brand’s identity at any time when accessing or using the Intelligence Platform.

4. Authorized Users. Client shall not permit anyone other than assigned Authorized Users to access the Intelligence Platform. Brandpoint may permit individuals who are acting in a contractor, vendor, or service provider capacity to Client to be an Authorized User, provided that all such persons are bound by terms and conditions at least as protective of the Intelligence Platform as the terms and conditions herein. If Client is an agency, the Brand associated with a Dashboard may also be considered an Authorized User. Client is responsible for maintaining the confidentiality and security of all login credentials, ensuring they are used only by assigned Authorized Users, and for all activity occurring under such credentials. Client shall promptly notify Brandpoint of any unauthorized access or credential compromise and de-provision Authorized Users when an Authorized User's employment ends, their role changes, or credentials are compromised. Client acknowledges and agrees that the collection of Authorized User information is subject to Brandpoint’s privacy policies and Client hereby consents to the processing of all Authorized User personal information in accordance with the same. To the extent permitted by applicable law, Client is legally responsible for Client’s, and Client’s Authorized Users’, access, use, and viewing of the Intelligence Platform. Client is responsible for any conduct in violation of this Agreement, whether by Client, Client’s Authorized Users or any third party that gains access to the Intelligence Platform by or through Client’s or Client’s Authorized Users’ actions or inactions.

5. Prohibited Uses. Client shall not, and shall not permit any Authorized User or third party to: (i) reverse engineer, decompile, disassemble, or attempt to access the source code, algorithms, models, prompts, formulas, structure, weightings, reasoning processes, system instructions, training data, configuration data, or underlying methodology of the Intelligence Platform, Derived Data, or Metrics; (ii) scrape, crawl, data-mine, or use automated means to extract data from the Intelligence Platform beyond normal dashboard use; (iii) sublicense, assign, distribute, or make the Intelligence Platform available to third parties (other than Authorized Users); (iv) use the Intelligence Platform for competitive analysis, benchmarking, or development of products or services that compete with Brandpoint’s business; (v) bypass or circumvent tier gating, usage metering, rate limits, security measures, access controls, or authentication mechanisms; (vi) share login credentials or permit unassigned individuals to access the Intelligence Platform; (vii) introduce harmful code or use the Intelligence Platform for unlawful purposes; (viii) remove or alter proprietary notices on or within the Intelligence Platform; (ix) submit any Client Data that Client does not have the right to submit, including but not limited to any personal data; (x) interfere with or disrupt the integrity or performance of the Intelligence Platform; and (xi) use the Intelligence Platform to generate, distribute, or optimize content that is unlawful, deceptive, defamatory, or infringing, or to engage in deceptive manipulation of any Target System. For the avoidance of doubt, good-faith optimization of Client's own content and Brand presence to improve visibility in Target System responses does not, by itself, constitute deceptive manipulation.

6. SUSPENSION. Brandpoint may immediately suspend Client’s or any Authorized User's access without prior notice and without liability upon: (i) unauthorized access or credential compromise; (ii) a security incident or threat to Intelligence Platform integrity; (iii) unlawful, fraudulent, or excessive use that degrades Intelligence Platform performance; or (iv) judicial, governmental, or regulatory order.

7. Client DATA. The Intelligence Platform allows Client and Client’s Authorized Users to upload, submit, annotate, edit, or otherwise contribute Client Data to the Services. As between Client and Brandpoint, Client owns all right, title, and interest in and to the Client Data, including any Outputs. In uploading, posting, submitting, or sharing any Client Data to the Intelligence Platform, Client grants Brandpoint, and Brandpoint’s affiliates, licensors, and service providers, and each of their respective licensees, successors, and assigns (collectively, the “Brandpoint Parties”) a non-exclusive, sublicensable, transferable, worldwide, royalty-free license to use, display, access, view, store, download, reproduce, adapt, translate, modify, and prepare derivative works of, Client Data for the purpose of providing Client the Services, preventing or addressing technical issues, exercising Brandpoint’s rights or obligations under the Agreement, developing or improving the Intelligence Platform, Services, or Brandpoint’s other products or services, and any other use for which Client instructs Brandpoint. Brandpoint does not use, or permit the use of, Client Data to train, finetune, or improve any machine-learning or artificial-intelligence model, except with Client's express opt-in consent. Brandpoint disclaims all warranties and liabilities for the accuracy or completeness of Client Data. Brandpoint is not responsible, and disclaims all liability, for any action taken by any third party with respect to Client’s Client Data that Client has made public or otherwise available to third parties.

8. CLIENT DATA REPRESENTATIONS AND WARRANTIES. Client is solely responsible for all Client Data submitted to the Intelligence Platform by Client and its Authorized Users. By submitting Client Data to the Intelligence Platform, Client represents and warrants that: (i) Client has all rights, licenses, and permissions necessary for Brandpoint to process the Client Data as contemplated herein and to provide the Intelligence Platform and to generate Outputs; and (ii) Client Data will not violate any applicable laws or regulations, infringe or misappropriate any third-party intellectual property rights, or contain any content that is defamatory, obscene, threatening, or otherwise unlawful. Client shall ensure that all Authorized Users comply with the foregoing requirements. Client acknowledges that the quality, accuracy, and usefulness of Outputs depend on the quality, accuracy, and completeness of Client Data. Brandpoint shall have no liability for Outputs that reflect errors, omissions, or limitations in Client Data. Client agrees to indemnify, defend, and hold harmless Brandpoint, its officers, directors, employees, successors, and assigns from and against any and all claims, losses, expenses, damages (including, but not limited to, direct, indirect, incidental, consequential, and exemplary damages), fines, liabilities, and costs (including reasonable attorneys’ fees, expert fees, and other litigation or investigation costs), resulting from or arising out of the processing of any Client Data.

9. TARGET SYSTEMS. All Target Systems are owned by their respective providers and licensors. Client acknowledges and agrees that use of the Services is subject to the applicable Target System providers' terms, acceptable-use policies, and availability, which may limit performance of the Intelligence Platform. Outputs are inherently subject to the limitations of the Target System’s functionality, and, as such, Client acknowledges and agrees that: (i) Outputs may be inconsistent and non-repeatable; (ii) Outputs are not guaranteed to be unique or exclusive to Client; (iii) the quality of Outputs may fluctuate due to reasons outside of Brandpoint’s control; and (iv) Brandpoint has no control over updates, modifications, or discontinuation of Target Systems by their respective providers.

10. OUTPUTS. Client is solely responsible for ensuring that Outputs align with Client’s brand guidelines, voice, tone, messaging standards, and corporate policies. Brandpoint does not review Outputs for brand consistency or appropriateness and makes no warranty regarding brand alignment. Outputs do not originate with and are not produced by a natural person and are not reviewed by a natural person prior to disclosure to Client. Client shall review, verify, and approve all Outputs before any use, including internal use, commercial use, or external publication. Outputs are not intended to be used without human review and modification. Client is solely responsible for reviewing and ensuring that Outputs are suitable, accurate, and appropriate for Client’s intended use. Brandpoint does not represent or warrant that Outputs will meet Client’s specific requirements, operate without interruption or error, or produce results that are accurate, reliable, or fit for any particular purpose. To the fullest extent permitted by applicable law, Brandpoint disclaims all liability for any decisions made or actions taken by Client or any third party in reliance on Outputs.

11. OWNERSHIP. As between Client and Brandpoint, Brandpoint solely and exclusively owns all rights, title, and interest, including intellectual property rights, in and to the Intelligence Platform, including Metrics, and any Aggregated Data or Derived Data, and the Intelligence Platform, all Metrics, and all Aggregated Data and Derived Data is the Confidential Information of Brandpoint. The entire contents and design of the Intelligence Platform are protected by U.S. and international copyright law. Brandpoint’s names, images, and logos and all related product and service names, design marks, and slogans, are the trademarks or service marks, or copyrights, of Brandpoint with all rights reserved. All other trademarks and images appearing in connection with the Intelligence Platform are the property of their respective owners. The Intelligence Platform may incorporate open source software, fonts, or other content licensed from third parties. The license granted under this Agreement is not a sale of the Intelligence Platform, Services, or any copy of the Intelligence Platform and does not grant Client any ownership rights to or in any copies of the Intelligence Platform. Ownership of the Intelligence Platform and copies thereof, and all intellectual property rights therein, will at all times remain with Brandpoint (or its licensors, as applicable), regardless of who may be deemed the owner of the tangible media in or on which the Intelligence Platform may be copied, encoded, or otherwise fixed.

12. Data Retention. For thirty (30) days after termination or expiration of the Agreement or applicable Order, Brandpoint will make Client Data and Client's report-level Outputs available for export in a commonly used format upon written request. Thereafter, Brandpoint will delete Client Data, including in accordance with the Agreement.

13. Limited Warranty. Brandpoint warrants that during the term of the applicable Order, the Intelligence Platform will perform materially in accordance with its published specifications. Client's exclusive remedy for breach of this warranty is correction of the claimed non-conformity or, if Brandpoint cannot correct it within a commercially reasonable period, termination of the applicable Order and a pro-rata refund of prepaid, unused fees for the Intelligence Platform.

14. Beta Features. From time to time, Brandpoint may offer Beta Features. Beta Features are made available for testing and evaluation purposes only and are not intended for production use or reliance in connection with the Intelligence Platform, unless Brandpoint expressly states otherwise. By accessing or using any Beta Features, Client acknowledges and agrees that: (a) Beta Features are provided “AS IS” and “AS AVAILABLE” without warranty of any kind; (b) Beta Features may contain errors, bugs, or other defects and may not perform as intended; (c) Brandpoint may modify, suspend, or discontinue any Beta Features at any time without prior notice and without liability to Client; (d) Client’s use of Beta Features is entirely at Client’s own risk; and (e) Beta Features are subject to any additional terms of use provided in connection with such Beta Features. Any materials provided in connection with Beta Features are for informational purposes only, are subject to change without notice, and should not be relied upon as accurate, complete, or current. Brandpoint makes no representations or warranties regarding the accuracy or completeness of any such materials. Notwithstanding any other provision of this Agreement, the indemnification, limitation of liability, and other protective provisions set forth herein shall apply to Beta Features; provided, however, that no indemnification obligation of Client shall arise solely from Client’s use of Beta Features in accordance with this Agreement. Brandpoint shall have no liability whatsoever arising from or related to Client’s use of, reliance on, or inability to use any Beta Features.

15. Disclaimer. THE INTELLIGENCE PLATFORM, SERVICES, AND ALL METHODS THROUGH OR ON WHICH THE INTELLIGENCE PLATFORM AND SERVICES ARE PROVIDED, INCLUDING WITHOUT LIMITATION ANY HOSTING OR PROVISION OF THE INTELLIGENCE PLATFORM AND SERVICES THROUGH THE INTERNET, ARE PROVIDED BY BRANDPOINT AND ACCEPTED BY CLIENT “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY, SUITABILITY, TITLE, OR NONINFRINGEMENT, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY BRANDPOINT. BRANDPOINT DOES NOT WARRANT THAT THE INTELLIGENCE PLATFORM, SERVICES, OR OUTPUTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY TARGET SYSTEM, WEBSITE, APPLICATION, OR SERVER THAT MAKES THE INTELLIGENCE PLATFORM OR SERVICES AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BRANDPOINT DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE INTELLIGENCE PLATFORM, SERVICES, OR OUTPUTS IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. MEASUREMENTS OF THIRD-PARTY TARGET SYSTEM BEHAVIOR REFLECT SAMPLED OBSERVATIONS AT PARTICULAR TIMES AND CONFIGURATIONS AND DO NOT GUARANTEE HOW ANY TARGET SYSTEM WILL RESPOND TO ANY USER AT ANY OTHER TIME. CLIENT MUST EVALUATE OUTPUTS FOR ACCURACY AND APPROPRIATENESS FOR ANY USE CASE, INCLUDING BY USING HUMAN REVIEW, BEFORE USING OR SHARING OUTPUT OR MAKING DECISIONS BASED ON IT. NOTWITHSTANDING ANY STATEMENTS TO THE CONTRARY, BRANDPOINT DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT USE OF THE INTELLIGENCE PLATFORM, SERVICES, OR OUTPUTS WILL IMPROVE THE VISIBILITY, RANKING, OR TREATMENT OF ANY BRAND IN ANY TARGET SYSTEM OR SEARCH SYSTEM. Brandpoint disclaims that monitoring, querying, or data collection is expressly authorized by every third-party website or Target System's terms of service and use of such Outputs is at Client’s sole discretion and risk.