Terms of Service

1. Introduction and Agreement

These Terms of Service (“Agreement”) are a binding contract between you or the entity you represent (“Customer,” “you,” or “your”) and Agency Long, Inc. (“Company,” “Agency Long,” “we,” or “us”). This Agreement governs your access to and use of:

• The agencylong.com and modernhumans.ai websites
• Our Modern Humans AI platform and related services
• AI SEO consulting and implementation services
• Website development and technical SEO services
• Digital advertising management services
• Email marketing platform and services
• Any other services we provide

This Agreement takes effect when you click “I Accept,” create an account, execute an order, sign a proposal, or access our Services (the “Effective Date”).

You must be at least 18 years old and have authority to enter into this Agreement. If you do not agree to these Terms, you must not use our Services.

2. Description of Services

2.1 Modern Humans AI Platform

Our subscription-based platform includes:

• AI-powered content generation and blog publishing
• Social media scheduling and automated posting
• Business directory listings (including OnlineFinds.com)
• Market exclusivity (one business per industry, per city)
• Analytics and performance tracking

2.2 AI SEO Consulting and Implementation Services

Our professional services include:

• Website JSON-LD and structured data implementation
• Google Business Profile optimization
• Third-party directory submissions and citations
• Technical SEO audits and recommendations
• AI visibility monitoring and reporting

2.3 Website Development Services

When we develop websites or landing pages for you:

• You retain ownership of all custom content, copy, images, and branding
• We retain ownership of underlying code, frameworks, and technical implementations unless otherwise agreed in writing
• Third-party tools, plugins, and services remain subject to their respective licenses
• Ongoing hosting, maintenance, and updates may require separate agreements

2.4 Digital Advertising Services

For advertising management services:

• Ad spend is separate from and in addition to our management fees
• You are responsible for funding ad accounts directly with platforms
• We do not guarantee specific results, ROAS, or performance metrics
• Platform policies and algorithm changes may affect campaign performance
• Minimum engagement terms may apply as specified in your proposal
• You grant us authorized API access to your Meta (Facebook/Instagram) ad accounts and business portfolio for the purpose of creating, managing, monitoring, and optimizing ad campaigns
• You are responsible for the accuracy of all product information, pricing, inventory availability, and claims made in your ads
• We are not liable for ad account suspensions, restrictions, or bans caused by your policy violations, product issues, content, or platform enforcement actions
• You maintain full ownership of your ad accounts, creative assets, and campaign data at all times
• Ad data synced from your accounts is used solely to provide our services — we do not sell, share, or commingle your data with other clients or third parties

2.5 Email Marketing Services

Our platform enables you to create and send marketing emails to your subscribers. By using our email marketing services, you acknowledge and agree to the following:

• Our platform enables you to send marketing emails to your subscribers from your own domain
• You warrant that all contacts uploaded, synced, or imported have given lawful consent (opt-in) to receive marketing emails from you
• You will not upload purchased, rented, scraped, or otherwise non-permission-based email lists
• You are responsible for setting up required domain authentication (SPF, DKIM, DMARC) — we provide the records and instructions, you add them to your DNS
• Emails are sent from your domain, on your behalf — you own your sender reputation
• You must maintain a valid physical mailing address displayed in all email footers, as required by CAN-SPAM
• You are responsible for the accuracy of subject lines and email content — no misleading claims, false urgency, fake scarcity, or deceptive promotions. This applies to both manually written and AI-generated content
• You must honor all unsubscribe requests — our platform handles the mechanics automatically, but you must not re-add or circumvent unsubscribed contacts
• We reserve the right to immediately suspend your email sending if bounce rates exceed 3% or spam complaint rates exceed 0.1%, to protect deliverability for all platform users
• We are not responsible for email deliverability issues caused by your domain reputation, content quality, list hygiene, or sending practices
• You will not use our platform to send emails promoting illegal products, counterfeit goods, or regulated products without proper authorization

3. AI Services and Content Generation

3.1 Nature of AI Services

Our AI Services use artificial intelligence and machine learning technologies. You acknowledge that:

• AI-generated content may not always be accurate, appropriate, or reliable
• AI systems can produce biased, erroneous, or unexpected outputs
• AI responses are not professional, legal, medical, or financial advice
• Human review is required for all AI-generated content before publication
• AI-generated content may be similar to content generated for other users
• AI technology evolves rapidly and may change without notice

3.2 Your Content Review Responsibilities

You are solely responsible for:

• Accuracy: Reviewing and fact-checking all AI-generated content before publication
• Legal Compliance: Ensuring content complies with all applicable laws and regulations
• Platform Compliance: Verifying content meets social media platform guidelines
• Industry Compliance: Ensuring compliance with industry-specific regulations (healthcare, finance, real estate, etc.)
• Brand Alignment: Ensuring content aligns with your brand voice and values

3.3 AI Content Ownership

You own the AI-generated content created specifically for your business through our Services, subject to any third-party rights. We retain the right to use anonymized, aggregated data to improve our Services. We do not use your specific content to train AI models.

3.4 AI-Generated Email and Advertising Content

Our AI generates email copy, subject lines, ad captions, social media content, and strategic recommendations. You acknowledge and agree that:

• All AI-generated content — including automated email campaigns and ad copy — is provided as suggestions. You are responsible for reviewing and approving all content before it reaches your customers
• You are responsible for ensuring AI-generated subject lines and ad copy do not contain misleading claims, false urgency, inaccurate discounts, or deceptive content. This is a legal requirement under federal and state laws
• We are not liable for any fines, penalties, or enforcement actions resulting from AI-generated content that you approved or failed to review

4. Intellectual Property

4.1 Your Content

You retain ownership of content you provide to us, including logos, images, copy, and brand materials. You grant us a license to use this content solely for providing our Services.

4.2 Our Intellectual Property

We retain ownership of:

• The Modern Humans AI platform, including all code, features, and functionality
• Our proprietary methodologies, processes, and frameworks
• The OnlineFinds.com platform and directory
• Agency Long and Modern Humans trademarks and branding
• Any tools, templates, or systems developed for general use

4.3 Deliverables

For custom deliverables (websites, content, creative assets), ownership transfers to you upon full payment unless otherwise specified in your proposal or agreement. We may retain the right to showcase work in our portfolio with your permission.

5. Market Exclusivity

Certain services include market exclusivity, meaning we will only work with one business per industry category in a given geographic area. You acknowledge that:

• Exclusivity applies only while your account is active and in good standing
• We determine industry categories and geographic boundaries in our sole discretion
• Exclusivity does not prevent us from working with businesses in adjacent categories
• Exclusivity is non-transferable and terminates upon account cancellation

6. Platform Integrations & Data Syncing

By connecting your accounts and platforms, you authorize us to:

• Access profile information as permitted by each platform
• Post content on your behalf according to your preferences
• Retrieve analytics and performance data
• Store access tokens securely for service delivery

Your use of our Services with third-party platforms is subject to each platform's Terms of Service. We are not responsible for changes to platform APIs, policies, or availability.

6.1 E-Commerce and Advertising Platform Connections

You authorize us to connect to your platforms and accounts as follows:

• You authorize us to connect to your e-commerce platform (Shopify, WooCommerce, BigCommerce, etc.) via authorized APIs to sync product, inventory, customer, and order data
• You authorize us to connect to your Meta Business portfolio to sync ad performance data and manage campaigns
• All synced data is used solely to provide our services — we do not sell, share, or monetize your data with third parties
• You can request a full export of your subscriber list — including subscription status, unsubscribe dates, and consent records — at any time

6.2 Data Portability and Security

• You can request a full export of your data or deletion of your account at any time — we will process within 30 days
• Data is stored using industry-standard encryption and access controls

6.3 Privacy Regulation Compliance

If you have subscribers or customers in the EU, UK, or California, you are responsible for ensuring you have proper consent under applicable laws (GDPR, UK GDPR, CCPA). We will assist with data subject requests (access, deletion, opt-out) but compliance with these laws is ultimately your responsibility.

7. Payment Terms

7.1 Subscription Services

• Subscription fees are billed monthly in advance
• You authorize automatic recurring billing
• Prices may change with 30 days' notice
• Failed payments may result in service suspension

7.2 Professional Services

• One-time services are due upon invoice unless otherwise agreed
• Project work may require deposits before commencement
• Additional work outside the original scope requires written approval and additional fees

7.3 Refund Policy

All payments are final and non-refundable. We do not provide refunds, credits, or prorated billing for cancelled subscriptions, unused services, dissatisfaction, or technical issues.

8. Subcontractors and Third Parties

We may use subcontractors, employees, or third-party service providers to deliver our Services. We are responsible for their compliance with these Terms and applicable confidentiality obligations. We use third-party AI providers (including Anthropic, OpenAI, and others) to power our AI features.

9. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during our engagement, including:

• Business strategies, plans, and financial information
• Customer data and analytics
• Technical implementations and methodologies
• Any information marked as confidential

This obligation survives termination of our agreement for three (3) years.

10. Disclaimers and Limitation of Liability

10.1 Disclaimer of Warranties

OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• Our Services will be uninterrupted, error-free, or secure
• Results will meet your expectations or requirements
• AI-generated content will be accurate or appropriate
• Third-party platforms will remain available or compatible
• Email deliverability rates or ad performance will meet specific thresholds

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 3 MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify and hold harmless Agency Long, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from: (a) your use of our Services; (b) your violation of these Terms; (c) your violation of any third-party rights; (d) content you publish using our Services; or (e) your violation of any applicable laws.

Without limiting the above, your indemnification obligations specifically include claims arising from:

• Sending emails to contacts without proper consent or to unsubscribed recipients due to your data or actions
• Misleading, deceptive, or inaccurate ad or email content — whether written by you or generated by AI and approved by you
• Violations of CAN-SPAM, GDPR, CCPA, or any other applicable email, advertising, or privacy regulations caused by your actions, data, or content
• Intellectual property or trademark violations in creative assets you provide or approve
• Ad platform policy violations resulting in account suspension or penalties

12. Termination

Either party may terminate this agreement:

• For subscriptions: Cancel anytime; service continues until end of billing period
• For cause: Upon material breach not cured within 15 days of written notice
• We may terminate immediately for violations of acceptable use policy

We may also suspend services immediately and without prior notice if your activity threatens platform deliverability for other users (excessive bounces, spam complaints, blacklisting), violates email marketing regulations, or violates ad platform policies.

Upon termination, your access to Services will cease. Market exclusivity terminates immediately upon cancellation.

You may request export of your data (subscriber lists, campaign history, ad data) within 30 days of termination. After 30 days, data may be permanently deleted.

13. Dispute Resolution

13.1 Binding Arbitration

Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association in Nashville, Tennessee.

YOU WAIVE YOUR RIGHT TO:

• A jury trial
• Participate in class action lawsuits
• Seek punitive damages

13.2 Governing Law

These Terms are governed by the laws of the State of Tennessee. Any legal proceedings not subject to arbitration must be brought in the state or federal courts in Nashville, Tennessee.

14. Changes to Terms

We may update these Terms at any time. Material changes will be communicated via email with 30 days' notice. Continued use of our Services after changes constitutes acceptance. If you disagree with changes, you must stop using our Services.

15. Contact Information

Questions about these Terms? Contact us:

Email: support@agencylong.com

Mail:
Agency Long, Inc.
3401 Mallory Ln Suite 100
Franklin, TN 37067