Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Allocera Intelligence LLC ("Allocera," "we," "us," or "our"), a Florida limited liability company. By accessing or using the CDAI Engine platform, client portal, API, or any related services (collectively, the "Services"), you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference.

If you are accessing the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.

2. Description of Services

Allocera provides marketing analytics and campaign intelligence services through its proprietary CDAI Engine. The Services include:

• Ingestion and processing of advertising campaign cost, lead, and revenue data via API integrations, webhook connections, and CSV upload
• Calculation of true contribution margin using a seven-layer cost analysis methodology
• Issuance of campaign directives (SCALE, HOLD, CUT, PAUSE, QUARANTINE, RENEGOTIATE, INVESTIGATE, FLAG) based on analyzed data
• Automated weekly email reports with campaign-level recommendations and budget guidance
• Access to the client portal with real-time analytical dashboards
• Outcome tracking and directive accuracy measurement at 30-day intervals

Specific services, access tiers, and deliverables are defined in the applicable Master Services Agreement (MSA) or Statement of Work (SOW). In the event of conflict between these Terms and an executed MSA or SOW, the MSA or SOW shall control.

3. Account Registration and Security

You are responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account; (c) notifying Allocera immediately at alloceraintelligence@gmail.com of any unauthorized access; and (d) ensuring only authorized personnel access the Services using your credentials. Allocera is not liable for any loss resulting from unauthorized use of your credentials.

4. Acceptable Use

You agree to use the Services only for lawful business purposes. You agree not to:

• Transmit consumer PII or PHI without an executed Business Associate Agreement (BAA) and only to the extent minimally necessary
• Use the Services to facilitate deceptive, misleading, or fraudulent advertising practices
• Attempt to gain unauthorized access to our systems or other clients' data
• Reverse engineer, decompile, or attempt to derive the source code or underlying algorithms of the CDAI Engine
• Use the Services to violate any applicable law including CAN-SPAM, TCPA, HIPAA, FTC regulations, CMS Medicare Marketing Guidelines, or state consumer protection laws
• Sublicense, resell, or make the Services available to third parties without prior written consent
• Interfere with or disrupt the integrity or performance of the Services

Allocera reserves the right to suspend or terminate access immediately for violation of these provisions.

5. Client Data and Ownership

5.1 Your Data

You retain full ownership of all advertising data, lead data, sales data, and other information you provide to Allocera ("Client Data"). You grant Allocera a limited, non-exclusive, non-transferable license to access, process, and analyze Client Data solely to provide the Services to you.

5.2 Your Representations

You represent and warrant that: (a) you have all necessary rights and permissions to provide Client Data to Allocera; (b) your provision of Client Data does not violate any applicable law or third-party rights; and (c) Client Data does not contain consumer PHI except pursuant to an executed BAA.

5.3 Data Quality

The accuracy of directive outputs depends on the accuracy of Client Data. Allocera is not responsible for erroneous directives resulting from inaccurate, incomplete, or fraudulent Client Data.

5.4 Aggregated Data

Allocera may use aggregated, fully anonymized data to improve its analytical methodologies, provided such data cannot reasonably identify your organization or any individual.

6. Intellectual Property

6.1 Allocera's IP

The CDAI Engine, all underlying software, algorithms, directive logic, analytical methodologies, scoring models, and platform architecture are the sole and exclusive property of Allocera Intelligence LLC, protected by applicable intellectual property laws. These Terms do not transfer any ownership interest in Allocera's intellectual property to you.

6.2 Your License

Subject to your compliance with these Terms and payment of applicable fees, Allocera grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes during the term of your service agreement.

6.3 Deliverables

Reports, directive sheets, and other deliverables produced for you are licensed for your internal business use only. You may not reproduce, distribute, or commercialize such deliverables without Allocera's prior written consent.

6.4 Feedback

If you provide feedback or suggestions regarding the Services, you grant Allocera a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation.

7. Confidentiality

7.1 Definition

"Confidential Information" means any non-public information designated as confidential or reasonably understood to be confidential. Allocera's Confidential Information includes its pricing, methodologies, and algorithms. Your Confidential Information includes Client Data and business metrics.

7.2 Obligations

Each party agrees to hold the other's Confidential Information in strict confidence, use it only for purposes of performing or receiving the Services, and not disclose it to any third party without prior written consent, except to employees or contractors with a need to know who are bound by equivalent confidentiality obligations.

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, with prompt prior written notice where legally permitted.

7.4 Survival

Confidentiality obligations survive termination for five (5) years, or indefinitely with respect to trade secrets.

8. HIPAA Compliance Obligations

If you operate in healthcare, insurance, Medicare, Medicaid, clinical trials, or related verticals:

• You agree to execute Allocera's BAA prior to transmitting any PHI to our systems
• You agree to transmit the minimum necessary PHI and to de-identify consumer data to the maximum practicable extent
• You agree to promptly notify Allocera of any unauthorized access to PHI attributable to your account
• Operating without an executed BAA while transmitting PHI constitutes a material breach and grounds for immediate termination

9. Payment Terms

Payment terms and pricing are set forth in your applicable MSA or SOW. Unless otherwise agreed in writing:

• Invoices are due within 30 days of issuance
• Late payments accrue interest at 1.5% per month or the maximum rate permitted by law
• Allocera reserves the right to suspend Services upon 10 days' written notice for non-payment
• All fees are non-refundable except as expressly set forth in your MSA or SOW
• You are responsible for all applicable taxes excluding taxes on Allocera's net income

10. Service Levels and Uptime

Allocera targets 99% uptime for the CDAI Engine API and client portal, excluding scheduled maintenance, force majeure events, and third-party service failures. Specific SLA commitments, if any, are set forth in your MSA or SOW. Allocera does not guarantee uninterrupted access.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

CAMPAIGN DIRECTIVES ARE ANALYTICAL OUTPUTS FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY. THEY DO NOT CONSTITUTE FINANCIAL, INVESTMENT, LEGAL, OR REGULATORY ADVICE. YOU RETAIN SOLE DISCRETION OVER ALL ADVERTISING SPENDING AND CAMPAIGN MANAGEMENT DECISIONS. ALLOCERA MAKES NO GUARANTEE OF SPECIFIC BUSINESS OUTCOMES, REVENUE IMPROVEMENTS, OR COST SAVINGS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALLOCERA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY.

ALLOCERA'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Allocera Intelligence LLC and its members, officers, employees, and agents from any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law; (c) transmission of PHI without an executed BAA; (d) any claim that your Client Data infringes third-party rights; or (e) your negligence or willful misconduct.

14. Term and Termination

14.1 Term

These Terms remain in effect for as long as you access the Services or maintain an active account.

14.2 Termination by You

You may terminate your account at any time by providing written notice to alloceraintelligence@gmail.com. Termination does not entitle you to a refund of prepaid fees except as provided in your MSA or SOW.

14.3 Termination by Allocera

Allocera may suspend or terminate access immediately if you: (a) violate any provision of these Terms; (b) fail to pay amounts due; (c) become insolvent or file for bankruptcy; or (d) engage in conduct harmful to the Services, other clients, or Allocera's reputation.

14.4 Effect of Termination

Upon termination, all licenses terminate immediately, portal access is suspended, and Allocera will return or destroy your Client Data upon written request within 30 days. Sections 6, 7, 11, 12, 13, 15, and 16 survive termination.

15. Dispute Resolution and Arbitration

15.1 Informal Resolution

The parties agree to attempt informal resolution by written notice and good-faith negotiation for at least 30 days before initiating formal proceedings.

15.2 Binding Arbitration

Any unresolved dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Palm Beach County, Florida or by video conference. The arbitrator's decision shall be final and binding.

15.3 Class Action Waiver

YOU AND ALLOCERA AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

15.4 Exceptions

Either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm, including to protect intellectual property or enforce confidentiality obligations.

16. Governing Law

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles. Subject to the arbitration provisions above, the parties consent to exclusive jurisdiction in Palm Beach County, Florida.

17. General Provisions

• Entire Agreement: These Terms, together with any executed MSA, SOW, BAA, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements.
• Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision shall not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without Allocera's prior written consent. Allocera may assign in connection with a merger, acquisition, or asset sale.
• Force Majeure: Neither party is liable for delays resulting from causes beyond its reasonable control including acts of God, government actions, internet outages, or third-party platform failures.
• Amendment: Allocera may modify these Terms by posting updates. Continued use after the effective date constitutes acceptance. Material changes will be communicated by email with at least 30 days' notice.
• No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.

18. Contact Information

Allocera Intelligence LLC
2589 Old Donald Ross Rd., Palm Beach Gardens, FL 33410
Email: alloceraintelligence@gmail.com
Phone: 336-508-5033
Website: alloceraintelligence.com

For legal notices, HIPAA matters, BAA execution, or CCPA requests, please indicate the nature of your inquiry in the subject line for expedited handling.