1. INTRODUCTION AND ACCEPTANCE OF TERMS

Welcome to SMARTFOCUS AI our proprietary artificial intelligence-powered focus groups platform (the "Service"). These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement that governs your access to and use of our website, services, applications, and all related features and functionalities (collectively, the "Services") provided by SMARTFOCUS AI, LLC, a California limited liability company ("Company", "we", "us", or "our").

By accessing or using our Services, creating an account, registering for our platform, or clicking any button indicating your acceptance (such as "I Accept," "Sign Up," or "Continue"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case "you" or "your" shall refer to such entity.

By creating an account or otherwise registering to use the Services, you must affirmatively indicate your acceptance of these Terms and the Privacy Policy by checking a box presented at registration stating that you have read and agree to both documents, each of which will be made available via hyperlink. The checkbox will not be pre-selected, and you will not be permitted to create an account or access the Services without such affirmative acceptance.

If you do not agree with any provision of these Terms, or if you do not have the authority to bind the entity you represent, you must not access or use the Services and should immediately discontinue any such use.

2. DEFINITIONS AND INTERPRETATION

For purposes of this Agreement, the following terms shall have the meanings set forth below:

a) "Account" means your registered user account for accessing and using the Services, including all associated data, settings, and usage history.

b) "AI-Generated Content" means any and all content, insights, responses, data outputs, analysis, recommendations, or other materials created, generated, or produced by our artificial intelligence systems, machine learning algorithms, or related technologies.

c) "Focus Group Session" means an AI-powered market research session conducted through our platform, including but not limited to simulated participant interactions, response generation, and analytical outputs.

d) "Intellectual Property Rights" means all intellectual property rights worldwide, including but not limited to copyrights, trademarks, service marks, trade names, trade secrets, patents, database rights, and moral rights.

e) "Services" means our comprehensive web-based platform for conducting AI-generated focus groups and all related features, tools, functionalities, and ancillary services.

f) "Subscription Plan" means the specific service tier and associated features, limitations, and pricing that you have selected for your use of the Services.

g) "User Content" means any and all data, information, text, files, images, or other content that you submit, upload, transmit, or otherwise provide to or through the Services.

h) "User" or "you" means the individual person or legal entity that has registered for and uses the Services under these Terms.

3. SERVICE DESCRIPTION AND MODIFICATIONS

a) Core Services. Our Services provide a proprietary, web-based platform specifically designed for conducting comprehensive, end-to-end AI-generated focus groups for market research, consumer insights, and strategic analysis purposes. The Services include advanced AI-powered focus group simulation and moderation capabilities, sophisticated participant persona generation and response systems, comprehensive research insights and analytics dashboards, flexible data export and detailed reporting functionalities, and robust campaign and project management tools.

b) Service Modifications. We reserve the right, in our sole discretion, to modify, update, enhance, suspend, or discontinue any aspect of the Services at any time, with or without prior notice to you, though we will make commercially reasonable efforts to provide advance notice of material changes that significantly impact functionality. Such modifications may include changes to features, user interfaces, technical requirements, or service availability.

c) Beta and Experimental Features. From time to time, we may offer beta, experimental, or preview features that are still in development or testing phases. These features are provided on an "as is" basis without warranties, may be subject to additional terms, and may be modified or discontinued at any time without notice.

4. USER ACCOUNTS AND REGISTRATION

a) Account Creation Requirements. To access and use certain features of the Services, you must create an account by providing accurate, current, and complete information as prompted by our registration forms. You represent and warrant that all registration information you submit is truthful, accurate, and complete, and you agree to maintain and update such information to ensure it remains accurate and complete throughout your use of the Services.

b) Account Security and Responsibility. You are solely responsible for maintaining the confidentiality and security of your account credentials, including your username, password, and any other authentication information. You are fully responsible for all activities that occur under your account, whether or not authorized by you. You agree to immediately notify us in writing of any unauthorized use of your account or any other breach of security that comes to your attention.

c) Eligible Users and Professional Use. The Services are designed and intended exclusively for business and professional use by individuals and organizations engaged in market research, marketing, product development, strategic planning, and related professional activities. You must be at least eighteen (18) years old and have the legal capacity to enter into binding contracts to use the Services. If you are using the Services on behalf of an organization, you must have the authority to bind that organization to these Terms.

5. SUBSCRIPTION PLANS, PAYMENT, AND BILLING

a) Subscription Plans and Pricing. We offer various subscription plans with different features, usage limits, capabilities, and pricing structures. Current plans, features, and pricing are available on our website and may be updated from time to time in our sole discretion. Each Subscription Plan includes specific limitations on usage, such as the number of focus group sessions, participant personas, or data exports permitted per billing period.

b) Payment Terms and Authorization. Subscription fees are charged in advance on a monthly or annual basis, as selected during your registration or subscription modification process. All fees are stated in United States dollars and are non-refundable except as specifically set forth in these Terms or as required by applicable law. By providing payment information, you authorize us and our third-party payment processors to charge your designated payment method for all applicable fees, taxes, and other charges incurred in connection with your use of the Services.

c) Late Payments and Service Suspension. If payment of any fees is not received by the due date, we may, without limiting our other rights and remedies, charge interest on such overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. We reserve the right to suspend or terminate your access to the Services if payment is more than ten (10) days past due.

d) Price Changes and Modifications. We reserve the right to modify subscription prices, fees, and billing terms at any time. For existing subscribers, we will provide at least thirty (30) days' advance written notice of any price increases. Your continued use of the Services after such price changes become effective constitutes your acceptance of the new pricing terms.

6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

a) Platform Ownership. We own and retain all right, title, and interest in and to the Services, including but not limited to our software, algorithms, artificial intelligence models, machine learning systems, user interfaces, databases, technology infrastructure, trademarks, service marks, logos, and all other intellectual property rights related to the platform. This Agreement does not transfer any ownership rights in our intellectual property to you.

b) User Content Ownership and License. You retain ownership of all intellectual property rights in your original User Content. However, by submitting User Content to the Services, you grant the Company a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, and display such User Content solely for the purposes of (i) providing and operating the Services, (ii) generating AI-Generated Content in response to your requests, and (iii) performing our obligations under this Agreement. The Company may use aggregated, anonymized, and de-identified derivatives of User Content to improve its algorithms, machine learning models, and services, provided that such derivatives cannot reasonably be used to identify you, your organization, or any third party whose data you have submitted. The Company will not use non-anonymized User Content to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model—whether owned by the Company or any third party—without your prior written consent. This license does not include the right to sublicense User Content to third parties for model training purposes. For clarity, AI-Generated Content may not be unique, and similar or identical outputs may be generated for other users based on similar inputs.

c) AI-Generated Content Rights. AI-Generated Content created through your use of the Services, including focus group responses, insights, analysis, and recommendations, shall be owned by you upon generation, subject to our underlying intellectual property rights in the platform and algorithms used to create such content. You may use AI-Generated Content for any lawful business purposes, including incorporation into your research, reports, presentations, marketing materials, and commercial activities.

d) Feedback and Suggestions. Any feedback, suggestions, ideas, enhancement requests, or other recommendations you provide regarding the Services ("Feedback") will be deemed non-confidential and non-proprietary. You hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate, without compensation or attribution to you.

e) License to Use Services. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes and in accordance with your Subscription Plan. This license does not permit you to sublicense, distribute, or make the Services available to third parties.

f) Third-Party Client Data. If you submit User Content that contains data, information, trade secrets, or other proprietary materials belonging to a third party (including, without limitation, your clients, customers, or business partners) (“Third-Party Client Data”), you represent and warrant that you have obtained all necessary rights, authorizations, and consents to submit such data to the Services and to grant the Company the rights set forth in this Agreement. You are solely responsible for ensuring that your use of the Services in connection with any Third-Party Client Data complies with all applicable agreements, including confidentiality, non-disclosure, and data protection obligations. The Company will process Third-Party Client Data solely to provide the Services and in accordance with the restrictions set forth in Section 6(b), including the limitations on model training. The Company will not knowingly use identifiable Third-Party Client Data for any purpose other than providing the Services. You agree to indemnify and hold harmless the Company from any claims, damages, or liabilities arising out of your submission or use of Third-Party Client Data in violation of this Agreement or applicable law.

7. USER CONTENT AND ACCEPTABLE USE POLICY

a) User Content Responsibilities. You are solely responsible for all User Content that you submit, upload, transmit, or otherwise make available through the Services. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to submit your User Content—including any Third-Party Client Data as defined in Section 6(f)—and that such content does not violate any third-party rights, confidentiality obligations, data protection laws, or applicable regulations. Where you submit data on behalf of a third-party client, you further represent that such client has been informed that their data will be processed using artificial intelligence systems, including third-party AI technology providers.

b) Prohibited Uses and Content. You agree not to use the Services for any unlawful purpose or in any manner that violates these Terms. Prohibited activities include, but are not limited to: submitting content that is defamatory, obscene, pornographic, or otherwise objectionable; infringing or violating any third-party intellectual property rights, privacy rights, or other proprietary rights; using the Services to distribute malware, viruses, or other harmful code; attempting to reverse engineer, decompile, disassemble, or otherwise derive the source code of our software or algorithms; using automated systems, bots, or scripts to access the Services without our express written authorization; and engaging in any activity that could harm, disable, overburden, or impair our servers or networks.

c) Content Monitoring and Removal. While we have no obligation to monitor User Content, we reserve the right, but not the duty, to review, screen, and remove any User Content that we determine, in our sole discretion, violates these Terms, is harmful to our business or reputation, or is otherwise objectionable. We may take such action without prior notice to you and without liability.

8. NO GUARANTEE OF RESULTS AND AI DISCLAIMERS

The Services are intended solely as a research and analytical tool and are not designed to produce actual human-subject research. We make no guarantees, representations, warranties, or promises regarding the accuracy, reliability, completeness, or usefulness of any AI-Generated Content, research insights, or other outputs provided through the Services. You acknowledge and understand that AI-Generated Content represents simulated responses and behaviors that may not accurately reflect actual human opinions, preferences, or market conditions. The Services are designed to provide research tools and analytical capabilities, but results may vary significantly based on numerous factors including input quality, market conditions, and the inherent limitations of artificial intelligence technology. You assume all responsibility for evaluating and using any insights or recommendations generated through the Services, and you agree that any business decisions made based on such content are made at your own risk and discretion.

You agree not to represent AI-Generated Content as the output of actual human participants, including real focus group respondents, without clearly and conspicuously disclosing that such content is generated by artificial intelligence or simulated systems.

You acknowledge that you have not relied on the Services as a substitute for independent judgment or professional advice.

The Services do not provide legal, financial, medical, or other professional advice, and you are solely responsible for verifying the accuracy and suitability of any AI-Generated Content before relying on it.

9. SUPPORT SERVICES AND SERVICE LEVELS

a) Customer Support. We provide customer support services during our standard business hours, which are defined as 9:00 AM to 6:00 PM Pacific Standard Time, Monday through Friday, excluding federal holidays and Company-designated holiday periods. Support is provided via email and our online support portal, and we will make commercially reasonable efforts to respond to support inquiries within two (2) business days.

b) Service Availability. While we strive to maintain high service availability, we do not guarantee that the Services will be available at all times or without interruption. The Services may be temporarily unavailable due to maintenance, updates, technical difficulties, or circumstances beyond our reasonable control. We will make reasonable efforts to provide advance notice of scheduled maintenance when practicable.

c) Support Limitations. Our support services do not include consulting, custom development, data analysis services, or training beyond standard platform functionality. Support may be limited or suspended if your account is past due on payment obligations.

10. THIRD-PARTY INTEGRATIONS AND SERVICES

a) Third-Party Services. The Services may integrate with or provide access to third-party services, APIs, tools, or platforms (collectively, "Third-Party Services"). We are not responsible for the availability, functionality, security, or performance of any Third-Party Services. Your use of Third-Party Services is subject to the terms and conditions of those third parties, and you are solely responsible for reviewing and complying with such terms.

b) Third-Party Content and Links. The Services may contain links to third-party websites, content, or services. We do not endorse, warrant, or assume responsibility for any third-party content, and such links are provided solely for your convenience. You access third-party content at your own risk and subject to the terms and conditions of use for such content.

c) Data Sharing with Third Parties. We may share certain data with Third-Party Services as necessary to provide the Services, such as payment processing or technical infrastructure. Any such data sharing is governed by our Privacy Policy and the terms of our agreements with third-party service providers. Except as otherwise expressly set forth in this Agreement, the Company will not permit third-party AI providers to use User Content for independent model training.

11. LIMITATION OF LIABILITY AND DISCLAIMERS

a) Disclaimer of Warranties. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

b) Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c) Damage Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company, its affiliates, subsidiaries, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to: your use or misuse of the Services; your violation of these Terms or any applicable law or regulation; your User Content or any content you submit through the Services; any AI-Generated Content you create, use, or distribute; your violation of any third-party rights, including intellectual property, privacy, or publicity rights; and any negligent or wrongful conduct by you or anyone acting on your behalf. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

13. TERMINATION AND SUSPENSION

a) Termination by You. You may terminate your account and this Agreement at any time by following the account cancellation procedures available in your account settings or by providing written notice to us. Upon termination, your access to the Services will cease, but these Terms will continue to apply to your prior use of the Services.

b) Termination by Us. We may suspend or terminate your account and access to the Services immediately, with or without cause and with or without notice, if we determine in our sole discretion that you have violated these Terms, engaged in fraudulent or illegal activities, failed to pay applicable fees when due, or used the Services in a manner that may harm our business, reputation, or other users.

c) Effect of Termination. Upon termination of this Agreement for any reason, your right to access and use the Services will immediately cease. We may, but are not obligated to, delete your account data and User Content. However, certain provisions of these Terms, including those relating to intellectual property, indemnification, limitation of liability, and dispute resolution, will survive termination and continue to be binding upon you.

d) Data Retention and Return. Following termination, the Company may retain certain data as necessary to comply with legal obligations, resolve disputes, enforce this Agreement, or as otherwise described in the Privacy Policy. Upon your written request made within thirty (30) days of termination, the Company will, where technically feasible and subject to applicable law, provide your User Content in a structured, commonly used, and machine-readable format, which may include formats such as JSON, CSV, or PDF. Nothing in this Section limits any rights you may have under applicable data protection laws.

14. DISPUTE RESOLUTION AND ARBITRATION

Any dispute, controversy, or claim arising from or relating to this Agreement, the Services, or our relationship with you, including disputes regarding the existence, validity, interpretation, performance, breach, or termination of this Agreement, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator selected in accordance with the American Arbitration Association's rules, and the arbitration proceedings will take place in Los Angeles County, California. The arbitrator's decision will be final and binding upon all parties, and judgment on the arbitration award may be entered in any court having jurisdiction. Each party will bear its own costs and expenses, including attorney's fees, unless the arbitrator determines otherwise. This arbitration agreement does not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, and both parties waive any right to a jury trial and to participate in a class action lawsuit or class-wide arbitration.

If you are located in the European Economic Area, United Kingdom, or Switzerland, nothing in this Section shall limit or exclude any rights you may have under mandatory consumer protection laws in your jurisdiction, including the right to bring claims before local courts where such rights cannot be waived by contract.

15. GENERAL PROVISIONS

a) Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any arbitration proceedings shall take place in Los Angeles County, California as specified in Section 14. Any court proceedings for provisional remedies in aid of arbitration shall be brought in the state or federal courts located in Los Angeles County, California.

b) Modification of Terms. We reserve the right to modify or update these Terms at any time by posting revised Terms on our website or through the Services. Material changes will become effective thirty (30) days after posting, and non-material changes will become effective immediately upon posting. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms. If you do not agree to any modifications, you must discontinue use of the Services.

c) Severability and Waiver. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

d) Assignment and Transfer. You may not assign, transfer, or delegate any of your rights or obligations under this Agreement without our prior written consent, and any attempted assignment without such consent shall be null and void. We may freely assign or transfer this Agreement and our rights and obligations hereunder to any affiliate, subsidiary, or third party without restriction, including in connection with a merger, acquisition, sale of assets, or other business combination.

e) Entire Agreement and Integration. This Agreement, together with our Privacy Policy and any other terms specifically incorporated by reference, constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between the parties relating to such subject matter.

f) Independent Contractors. The relationship between you and us is that of independent contractors, and neither party is an agent, partner, or joint venturer of the other. Neither party has any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

g) Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement which is due to circumstances beyond the reasonable control of such party, including but not limited to acts of God, war, terrorism, pandemic, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet or telecommunications infrastructure, provided that the affected party uses reasonable efforts to avoid or remove such causes of non-performance.

h) Export Control and Legal Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and you agree not to export, re-export, or transfer any products or technology received through the Services in violation of applicable export control laws.

i) Electronic Communications and Signatures. You consent to receive communications from us electronically, including via email or by posting notices on our website or through the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Electronic signatures shall have the same legal effect as handwritten signatures.

j) Language and Interpretation. This Agreement has been drafted in the English language, and the English version shall prevail over any translation. In interpreting this Agreement, headings are for convenience only and shall not affect interpretation, and the words "include," "includes, " and "including" shall be deemed to be followed by the phrase "without limitation."

16. CONTACT INFORMATION AND NOTICES

All notices, requests, and other communications under this Agreement must be in writing and delivered to the addresses set forth below. Notices to you may be delivered via email to the address associated with your account or by posting on our website or through the Services.‍

For the Company:
‍SMARTFOCUS AI, LLC
hello@smartfocus.ai
7190 Sunset Blvd., #1150
Los Angeles, CA 90046

For You:

To the email address and contact information provided in your account registration.

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.