Terms of Service

These Terms of Service (the "Terms") are a contract between you and Anneshy Royals Inc., a corporation doing business as OptimizePlus, with offices at 28 Geary St., Suite 650, San Francisco, CA 94108 ("OptimizePlus," "we," "us," or "our"). They govern your access to and use of the optimizeplus.agency website, the client dashboard, our APIs, and the audits, content generation, and related services we provide (together, the "Services").

If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" means that entity.

These Terms incorporate our Privacy Policy, our Refund Policy, and our AI Content Disclosure. The AI Content Disclosure is important: it describes material limitations of what we deliver, including limitations on the copyrightability and accuracy of AI-generated work.

By creating an account, purchasing credits or a package, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

[REVIEW: assent mechanism — there is currently no acceptance checkbox at signup and no click-through acceptance anywhere in the product; counsel should specify the required assent flow before these Terms are relied upon]

The Services currently include some or all of the following, depending on what you purchase:

• Automated audits — AI Maturity, SEO, Social, and Full Business audits of a business and its public web presence, delivered as scored reports with findings and recommended action plans, including PDF reports.
• AI content generation — written copy, images, video, voiceover and sound effects, and ad copy, produced by third-party AI models. See the AI Content Disclosure.
• Social scheduling — where you connect a supported scheduling account, queuing and publishing of content on your behalf.
• Website development — fixed-price website builds fulfilled with staff assistance, quoted by tier and add-on.
• Managed packages — a recurring engagement in which we perform the above work for you on an agreed cadence.

We may change, add, or discontinue features. We do not commit to any particular uptime, availability, response time, or turnaround time under these Terms unless we have separately agreed to one in writing. [REVIEW: whether to offer any SLA or turnaround commitment at all]

You must provide accurate account information and keep it current. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials.

• Sessions. A signed-in browser session remains valid for up to 30 days before you must sign in again.
• API keys. If we issue you an API key, it is displayed to you once at creation and cannot be retrieved afterwards. API keys we issue do not have an expiration date and remain valid until revoked. You are responsible for storing them securely and for asking us to revoke any key you believe has been exposed.
• Staff access. Our personnel can access your account data in order to operate, support, and troubleshoot the Services.

Notify us promptly at legal@optimizeplus.agency if you suspect unauthorized use of your account.

Most self-serve functionality is paid for with credits. Credits are a prepaid internal accounting unit used to meter your use of the Services.

• Credits do not expire. Credits you purchase remain available in your account balance and are not subject to a time limit or an inactivity forfeit.
• Credits are consumed when work is performed, not when you are satisfied with the result. Because each generation causes us to incur third-party model and compute costs at the moment it runs, credits spent on a completed generation are used up even if you choose not to use the output. Your remedies for a deliverable that does not match the agreed brief are set out in the Refund Policy.
• Credits have no cash value, are not a deposit, are not a stored-value or gift instrument, earn no interest, and are not transferable or redeemable for cash except as expressly provided in the Refund Policy or as required by law. [REVIEW: California gift-certificate / stored-value analysis (Cal. Civ. Code §§ 1749.5 et seq.) and unclaimed-property exposure created by a never-expiring prepaid balance]
• Credits are tied to your account and may not be sold, assigned, or pooled across accounts without our written consent.
• Pricing. Credit pack pricing and package pricing are published on our pricing page and may change prospectively. Changes do not affect credits you have already purchased.

A managed package consists of a one-time setup fee plus a recurring monthly fee, billed in advance, and renews automatically each month until cancelled.

• A package does not include credits. Package fees pay for the managed work we perform. An active package unlocks a discount on separate credit purchases; it does not grant a credit balance. Any credits you want for self-serve tools are purchased separately.
• Cancellation. A managed package is month to month. You can cancel it yourself at any time from the billing page in your dashboard, which opens our payment processor's hosted billing portal. Cancelling stops the next payment; your package stays active through the end of the month you have already paid for, and is not prorated. You can also cancel by emailing legal@optimizeplus.agency. There is no minimum term and no cancellation fee.
• Scope. Deliverables, cadence, and channel mix for a package are as described on the pricing page or in a written statement of work. Work not described there is out of scope.

Under a managed package we create, place, and manage advertising campaigns for you. That work is performed hands-on by our team and includes: setting up and configuring your advertising accounts; keyword, audience and competitor research; building campaigns, ad groups, ad copy, creative, negative keyword lists, extensions and offers; launching and placing those campaigns; managing and optimizing them on an ongoing basis; and reporting on performance.

Self-serve is different from a managed package. If you are not on a managed package and are using the platform yourself, we produce ad copy, creative, and an exportable campaign file for you to upload into your own advertising account. In that case we do not place, manage, or fund anything — every row of an exported campaign file is delivered paused, and you decide whether and when it runs.

How ad spend works. Depending on what we agree with you in writing, media spend is handled under one of two arrangements.

• (a) Client-funded account. The advertising account is opened in your name and billed to your own payment method. You are the account owner. We hold manager-level access in order to build, launch, and manage campaigns. Media spend is charged by the platform directly to you, never passes through us, and is not included in our fees.
• (b) Advertising included in your package fee. Where agreed, your monthly package fee is an all-inclusive price for the advertising we run for you. We fund the media out of that fee and run it through advertising accounts we operate. Your monthly fee is your total cost — there is no separate ad bill, and you are never invoiced for media on top of it. In exchange, the platform mix and how the spend is allocated across platforms and campaigns are at our discretion: we decide, based on what is working, how much runs on Google, on Meta, or elsewhere in any given month. Your fee is a fee for the service and the results we are working toward — it is not a deposit against a specific, earmarked amount of media, it is not held on your behalf, and it does not accrue or roll forward if we spend less in a given month. In plain terms: you are buying advertising as a service at a fixed monthly price. You are not buying a set amount of media. No part of your fee is held for you, earmarked to your account, or owed back to you if a month's media costs less than another's. If you would rather fund advertising yourself and see the platform's own billing, tell us and we will move you to arrangement (a) instead — that choice is yours and you can make it before you start or at any renewal. [REVIEW: counsel to confirm this disclosure is adequate for a consumer-facing California business, in particular its prominence and whether the plain-terms sentence above is sufficient under the CLRA and § 17500. The related factual question — whether any material states or implies a specific dollar amount of a fee is spent on media — was audited in product on 2026-08-21 and is clean: no such claim appears in Terms, /pricing, /faq, /legal/refunds or any other page, and the website assistant is instructed to refuse the question and does refuse it when pushed. That audit covers what we publish; it cannot cover what is said on a call or written in a proposal, which stays a standing rule for whoever is selling]

In both arrangements: you approve the budget before any campaign is enabled, and we do not increase a budget without your approval. We will not knowingly exceed a monthly spend cap you have authorized in writing, and any spend above that cap is not billable to you.

• You are responsible for the accuracy and legality of the claims you make or approve about your own business, products, pricing, licensure, and results, including claims you approve in creative we produce.
• Some categories of advertising are restricted by the platforms themselves. Advertising for credit, lending, housing, and employment is subject to special-category rules that limit targeting. Where your business falls into one of those categories, those limits apply to your campaigns and are set by the platform, not by us.
• We do not guarantee any advertising outcome. Platform disapprovals, account suspensions, policy changes, cost fluctuations, and auction dynamics are outside our control. We are not responsible for performance outcomes, and our liability is limited as set out below.

You own your advertising accounts. Where an advertising account is opened in your name, you are and remain its owner. We hold manager or partner access solely in order to perform the Services. We will not transfer ownership of it, close it, or remove your access to it.

On termination, you keep the account and its history. When our engagement ends we will remove our manager access within ten (10) business days of your request, or sooner if you ask. You retain the account, its campaign and spend history, its conversion data, its audience and remarketing lists, and its performance history. We do not delete or reset any of it, and we do not withhold account access in a fee dispute.

Where campaigns ran in an account we operate. If we agreed to run your campaigns through an advertising account operated by us, then on termination we will, at your request and at no charge: (i) provide your complete campaign structure, ad creative, keyword and negative-keyword lists, and full performance history in a standard export format; and (ii) where the platform supports it, cooperate in good faith with a transfer of the campaigns to an account you own.

An honest limitation. Some platform data — including conversion history, learned automated-bidding signals, and audience lists built inside an account we operate — cannot be transferred between accounts by any means the platform provides. That is a genuine limitation of Google and Meta, not a choice we are making, and it is the main practical reason to prefer arrangement (a) above where you are able to.

Ad copy, images, and video we produced and you paid for are yours to keep and to keep running, as set out in the section on your content below.

"Your Content" means everything you upload or provide: photographs, logos, brand guidelines, business information, website URLs, product details, questionnaire answers, and contact lists.

You keep ownership of Your Content. You grant us a non-exclusive, worldwide, royalty-free license, for the term of your use of the Services, to host, store, copy, transmit, display, reformat, and create derivative works from Your Content solely in order to operate the Services and produce deliverables for you. That license expressly includes transmitting Your Content to the third-party providers we use to generate output — including AI model providers, media generation providers, storage providers, scheduling providers, and payment providers — which are identified in our Privacy Policy. Some of those providers store data outside the United States; see the Privacy Policy for details.

You represent and warrant that you own or have all rights necessary to grant this license, and that Your Content does not infringe or violate anyone else's rights. Because our tools accept photographs of real premises, staff, equipment, and treatment or results imagery, you specifically represent that you have obtained every consent, release, and authorization required from each identifiable individual appearing in any image you upload, including any consent required for health-related or before-and-after imagery.

We do not claim ownership of Your Content and we do not use Your Content to train our own models. [REVIEW: whether to add a commitment about third-party model providers' training use; that depends on each provider's contractual terms and should be verified provider-by-provider before it is promised here]

Delivering a managed package requires access to the platforms your marketing runs on — for example your advertising accounts, analytics, search console, business profile, website or content management system, and any scheduling tool you use.

We prefer delegated access, and we ask for it first. Wherever the platform supports it, we ask you to grant us access as a linked manager, partner, or named user on your own account — for example a manager link on an advertising account, a partner link in a business manager, or a user role on an analytics property. Delegated access means no password is ever shared with us, you remain the account owner, your own multi-factor authentication keeps working, and you can revoke our access yourself at any time from the platform, without asking us.

Where a platform offers no delegated option, we may ask you to provide a credential so that we can perform the work. Where you do, we store it encrypted and use it only to perform the Services for you. We will not use it for any other purpose or on behalf of any other client. You may ask us to delete it at any time, and we will confirm when it is done.

You may revoke any access we hold at any time, either directly on the platform or by asking us. Revoking access we need in order to deliver a managed package may make part of that package impossible to perform.

You remain responsible for compliance with the terms of each connected platform, including any platform requirement to disclose that content is AI-generated. See the AI Content Disclosure. Our current security practices, including exactly what is and is not encrypted, are described on our Security page and in our Privacy Policy.

You own the deliverables. Subject to your payment of the applicable credits or fees, and subject to the limitations below, we assign to you all right, title, and interest we hold in the specific deliverables we produce for you — the copy, images, video, audio, ad copy, audit reports, and websites created for your account — and you may use them commercially without further permission from us.

Four limitations apply, and they are material:

1. We can only assign what we hold. Deliverables are produced by third-party AI models. Rights in AI-generated output are governed in part by each provider's terms and by unsettled law. We cannot and do not warrant that any deliverable is protectable by copyright. Under current U.S. Copyright Office guidance, material generated by artificial intelligence without sufficient human authorship is not copyrightable. See the AI Content Disclosure.
2. Output is not exclusive. Generative models can produce similar or identical output for different users from similar inputs. We do not warrant that any deliverable is unique, and we do not agree not to produce similar output for other clients.
3. Third-party material. Some deliverables incorporate third-party material, such as stock footage retrieved from a stock library or fonts. That material remains subject to its own license.
4. Our platform stays ours. We retain all rights in the Services themselves — the software, models, prompts, workflows, templates, scoring methodologies, and the OptimizePlus name and marks. Nothing here grants you a license to them.

We may use aggregated, de-identified data about use of the Services to operate and improve them.

You agree not to use the Services to:

• break the law, or produce content that is illegal where it will be published;
• infringe copyright, trademark, publicity, or privacy rights, including uploading images of people who have not consented;
• create deceptive content, including impersonating a real person or organization, generating a synthetic depiction of a real individual without their consent, fabricating endorsements, testimonials, reviews, credentials, or results, or producing content designed to mislead about its origin;
• make unsubstantiated or prohibited claims, including medical, health, treatment-outcome, financial, earnings, or legal claims, or claims that violate FTC advertising rules;
• produce sexual content involving minors, non-consensual intimate imagery, content that harasses or targets an individual, or content promoting violence or self-harm;
• send unlawful marketing, including calls, texts, or email that violate the TCPA, CAN-SPAM, or state equivalents;
• circumvent credit metering, resell or white-label the Services without our written agreement, probe or attack our infrastructure, or scrape the Services; or
• violate the terms of any platform to which you publish output produced here.

We do not pre-screen content. We may, but have no obligation to, review, refuse, or remove any content or deliverable. You are responsible for reviewing everything before you publish it.

Some parts of the Services surface business contact information sourced from third-party data providers. If we make such information available to you, you are solely responsible for your use of it, including compliance with the TCPA, CAN-SPAM, state anti-spam and calling laws, and any applicable data protection law. Contacts sourced this way did not provide their information to you, and in most cases did not provide it to us directly either. Do not use this data for automated calling or texting without an independent, documented legal basis.

Payments are processed by Stripe. By purchasing, you authorize us and Stripe to charge your payment method for the amount shown at checkout, and, for managed packages, on each monthly renewal until you cancel. Prices are in U.S. dollars and exclusive of taxes; you are responsible for applicable sales, use, and similar taxes.

We may suspend or terminate access for non-payment, for a failed or reversed payment, or for a chargeback. Refunds are governed by the Refund Policy.

The Services and all deliverables are provided "as is" and "as available," without warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade.

Specifically, and without limiting the above:

• No results are promised. We do not guarantee rankings, traffic, impressions, leads, conversions, revenue, engagement, or any other marketing outcome. Anything we say about expected performance is an estimate, not a commitment.
• AI output can be wrong. AI systems can produce inaccurate, outdated, or entirely fabricated statements, including statements that sound authoritative. Our audits and reports contain machine-generated assertions about real businesses, and we do not independently fact-check or verify them. You must review every deliverable for accuracy before relying on it or publishing it.
• Audits are informational. Audits, scores, and action plans are not professional, legal, medical, financial, or tax advice.
• Third parties. We are not responsible for the acts, omissions, outages, pricing, or policy changes of third-party providers, platforms, or model vendors, or for the loss of a connected account.

Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or lost or corrupted data, even if advised of the possibility.

Our total aggregate liability arising out of or relating to these Terms or the Services will not exceed [REVIEW: cap amount and measuring period — placeholder for counsel, e.g. the greater of (a) the total amounts you paid us in the 3 months before the event giving rise to the claim, or (b) US$100; consider a separate, higher or uncapped carve-out for our indemnity obligations, breach of confidentiality, and willful misconduct].

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence, or willful misconduct. You acknowledge that the pricing of the Services reflects this allocation of risk.

You will defend, indemnify, and hold harmless Anneshy Royals Inc. and its officers, directors, employees, and contractors from any third-party claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising from: (a) Your Content, including any claim that it infringes rights or that you lacked consent to use a person's image or likeness; (b) your publication or use of any deliverable, including any claim that it is false, misleading, or non-compliant; (c) your advertising, marketing, or outreach activity, including any TCPA or CAN-SPAM claim; (d) your violation of these Terms or of any law; and (e) your violation of any third-party platform's terms.

[REVIEW: whether to offer any reciprocal IP indemnity from us to the client, and if so, its scope]

These Terms apply for as long as you use the Services. You may stop using the Services at any time; to close an account or cancel a package, email legal@optimizeplus.agency.

We may suspend or terminate your access immediately if you breach these Terms, if we reasonably believe your use creates legal risk or harms others, or for non-payment. We may also terminate for convenience on reasonable notice.

On termination:

• your right to use the Services ends and connected-account publishing stops;
• fees already paid are handled under the Refund Policy, and outstanding fees remain payable;
• treatment of an unused credit balance at termination is [REVIEW: forfeiture vs. refund of unused credits on termination — for cause and for convenience, separately; a never-expiring prepaid balance that is forfeited on our termination for convenience is a consumer-protection risk];
• your data is not automatically deleted. Deletion is handled as described in the Privacy Policy and requires a request to us. Do not assume termination erases your account, uploads, or deliverables.
• you should download any deliverables you want to keep before you stop using the Services.

Sections 8 (as to rights already granted), 10, 11, 14, 15, 16, 17, 18, and 19 survive termination.

These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to the following paragraph, the state and federal courts located in San Francisco County, California have exclusive jurisdiction, and both parties consent to personal jurisdiction and venue there.

[REVIEW: dispute-resolution structure — binding arbitration (and which rules, seat, and cost allocation) versus court; whether to include a class-action waiver and a jury-trial waiver; whether to include a small-claims carve-out and an informal-resolution period; and whether any of this changes for consumer versus business clients]

• Changes. We may update these Terms. We will post the updated version here with a new "Last updated" date, and material changes take effect on the date posted or as otherwise stated. Continued use after that date means you accept the change. [REVIEW: notice method and advance-notice period for material changes; email notice may be required]
• Entire agreement. These Terms and the policies they incorporate are the entire agreement between us about the Services, and supersede prior proposals and discussions. A signed statement of work controls over these Terms where they conflict.
• Severability and waiver. If a provision is unenforceable, the rest stays in force. Our failure to enforce a provision is not a waiver.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including third-party provider outages.
• Notices. We may give notice by email to your account address or by posting in the Services. You give notice to us at the address below.
• Independent contractors. No partnership, agency, employment, or joint venture is created by these Terms.

Anneshy Royals Inc. (dba OptimizePlus)
28 Geary St., Suite 650
San Francisco, CA 94108
legal@optimizeplus.agency [REVIEW: confirm this mailbox is provisioned and monitored before publication]