MONTJOY SYNAPSE MASTER TERMS OF SERVICE & LICENSING AGREEMENT

This Master Terms of Service and Licensing Agreement (“Agreement”) is a legally binding contract entered into by and between Montjoy, LLC, a Georgia limited liability company (“Company,” “we,” “us,” or “our”), and the entity or individual accessing, executing, or subscribing to the Services (“Subscriber,” “Customer,” “User,” or “you”).

BY EXECUTING AN ORDER FORM, REGISTERING FOR AN ACCOUNT, OR UTILIZING THE MONTJOY SYNAPSE PLATFORM, YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, MARKETING AGENCY, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

1. Definitions and Defined Terms

“Platform” means the Montjoy Synapse cloud-based middleware software application, accessible via montjoysynapse.com, including all associated dashboards, code configurations, automated file generation tools, APIs, and optimization scripts.
“Services” means the Generative Engine Optimization (GEO) actions, AI citation alignment configurations, data pipeline processing, and programmatic tracking provisions executed by the Company.
“Exclusive Node Portfolio” or “Exclusive Territory” means the explicit combination of an industry classification (vertical) and a specified geographic boundaries layout (by Zip Code, Metropolitan Statistical Area, or Radius) allocated to a specific Subscriber.
“Subscriber Data” means all text, business details, operational phone numbers, content, and registry listings uploaded or authorized by the Subscriber to be parsed by the Platform.
“Attribution Infrastructure” means the programmatic allocation, hosting, and metrics processing of Twilio-integrated tracking telephone lines deployed by the Platform to quantify generative search citation routing.

2. Software License and Scope of Use

2.1 Grant of License

Subject to strict compliance with this Agreement and timely payment of all subscription fees, Company grants Subscriber a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to access and utilize the Platform during the Subscription Term solely for internal commercial business operations.

2.2 White-Label / Agency Proviso

If Subscriber is an authorized digital marketing agency or reseller (“Agency Partner”), Company grants a secondary right to white-label the customer-facing analytics dashboards for downstream sub-users (“Clients”). Agency Partner remains strictly and jointly liable for any breaches of these Terms of Service committed by their downstream Clients.

2.3 Prohibited Conduct

Subscriber shall not, and shall not permit any third party to:

Reverse engineer, decompile, or disassemble the object code, indexing logic, data scrapers, or prompt routing architectures of the Platform.
Intercept, block, or manipulate the automated transmission of machine-readable data layouts (including but not limited to llms.txt configurations or JSON-LD schema injection pathways) hosted via Company edge networks.
Utilize automated scripts, bots, or malicious web scrapers to download or extract the global proprietary consensus directories compiled within the Montjoy Synapse network.

3. Exclusive Territory Registration & Lockout Mechanics

3.1 Allocation and Specificity

The core value proposition of the Platform is anchored on structural local market exclusivity. Upon onboarding and approval of a specific Subscription Tier, Company will assign specific geographic variables and industry nodes to the Subscriber (e.g., Personal Injury Law – Atlanta Zip Code 30301).

3.2 Lockout Commitment

During the active lifecycle of a valid, paid Subscription Tier, Company contractually guarantees it will not sell, lease, configure, or grant access to the matching underlying vertical and geographic node configuration to any direct business competitor of the Subscriber.

3.3 Forfeiture of Moat

CRITICAL NOTICE: Subscriber explicitly acknowledges and agrees that the structural exclusivity node is entirely tethered to active financial standing. If a subscription is canceled, modified, downgraded, or terminated due to non-payment or administrative disruption:

Immediate Release: The designated Exclusive Territory is immediately released back to the global Montjoy Synapse marketplace directory.
Re-Allocation: Direct industry competitors on the global waitlist may instantly purchase and claim the designated Exclusive Territory.
No Right of Reclamation: Company holds zero liability for a Subscriber’s loss of a localized AI domain allocation once a contract is disrupted or permitted to expire. Subscriber waives all claims to past training data optimizations or AI engine memory weight indexing configurations associated with that territory post-termination.

4. Programmatic Attribution Infrastructure (Twilio Provisioning)

4.1 Automated Allocations

The Services utilize programmatic cloud-telephony frameworks (via the Twilio API framework) to auto-generate customized tracking lines. These lines are embedded directly into machine-readable web configurations parsed by Large Language Model (LLM) scrapers, OpenAI crawlers, Perplexity search bots, and associated voice assistance systems.

4.2 Telephony Compliance & Telephone Consumer Protection Act (TCPA)

Subscriber explicitly warrants that all inbound call routing targets, interactive voice responses (IVR), automated text responses, and customer retention systems linked via the Platform comply fully with the Telephone Consumer Protection Act (TCPA), the Cellular Telecommunications Industry Association (CTIA) guidelines, and all applicable national, state, or municipal communication frameworks.

4.3 Number Allocation and Ownership

Telephone numbers provisioned dynamically during the Delivery Window remain the structural operational property of Company or its vendor infrastructure networks. Upon termination of this Agreement, all tracking numbers mapped to the customer account will be systematically decommissioned and recycled. Subscriber is solely responsible for modifying any public listings or external legacy configurations containing retired tracking allocations.

5. Generative Engine Optimization (GEO) Disclaimer & Algorithmic Volatility

5.1 Absolute Third-Party Platform Dependency

Subscriber explicitly acknowledges that Montjoy Synapse acts solely as a specialized middleware and structured data network pipeline. The actual real-world indexing, retrieval, citation delivery, ranking, and final voice generation outcomes are determined independently by sovereign third-party foundational model developers (including but not limited to OpenAI, Perplexity AI, Google LLC, Anthropic PBC, and Apple Inc.).

5.2 No Guarantee of Ranking Outcomes

COMPANY EXPRESSLY DISCLAIMS ANY EXPLICIT OR IMPLIED WARRANTY CONCERNING SPECIFIC SEARCH FREQUENCIES, CITATION RANKS, AI SHARE OF VOICE METRICS, TRAFFIC VOLUMES, OR INBOUND INVOICE CONVERSIONS.

Because foundational AI weights are subject to non-deterministic behavioral shifts, model updates, training fine-tunes, and API logic overhauls without public warning, Subscriber accepts all computational optimizations “AS IS.” Structural shifts in LLM behavior shall not constitute a breach of this Agreement nor entitle Subscriber to service refunds.

6. Fees, Billing, and Automatic Renewals

6.1 Recurring Subscription Model

All Platform access levels are billed as recurring subscription cycles (Monthly, Quarterly, or Annually) as defined on the applicable customer Order Form.

6.2 Automatic Processing

Subscriptions automatically renew at the conclusion of each billing loop unless Subscriber executes a formal cancellation request through the Platform dashboard at least fourteen (14) business days prior to the scheduled renewal invoice processing date.

6.3 Non-Refundable Processing

All transactional service charges, configuration outlays, Twilio phone routing provisioning fees, and ongoing subscription costs are entirely non-refundable. Late payments or payment processing failures will result in immediate account suspension and the instantaneous execution of the Forfeiture of Moat provisions under Section 3.3.

7. Data Rights and Artificial Intelligence Training Rights

7.1 License to Subscriber Data

Subscriber hereby grants Company a non-exclusive, worldwide, royalty-free, perpetual license to harvest, restructure, reformat, synthesize, translate, and transmit Subscriber Data directly to machine-readable registries, edge delivery zones, and AI model crawler agents.

7.2 Aggregated Metadata Analytics

Company retains an absolute, unencumbered right to compile anonymized transactional logs, call tracking frequencies, latency evaluations, and conversational lead-generation metric pools to further train, reinforce, and optimize the proprietary GEO delivery algorithms of Montjoy Synapse.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE JURISDICTIONS, IN NO EVENT SHALL MONTJOY, LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF COMMERCIAL REVENUE, LOSS OF BRAND EQUITY, LOSS OF GOOGLE OR AI INDEXING PLACEMENT, DATA DESTRUCTION, OR SYSTEM OUTAGES ARISING OUT OF OR LINKED TO THE USE OF OR INABILITY TO USE THE PLATFORM.

THE TOTAL AGGREGATE LIABILITY OF COMPANY FOR ANY LEGALLY VALID CLAIM ARISEN UNDER OR RELATED TO THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE SPECIFIC MONETARY SUM ACTUALLY PAID BY THE SUBSCRIBER TO COMPANY DURING THE IMMEDIATE THREE (3) MONTH PERIOD PRECEDING THE APPLICABLE INJURY DATE.

9. Indemnification

Subscriber agrees to defend, indemnify, and hold entirely harmless Montjoy, LLC and its subsidiaries from and against any and all claims, financial damages, legal obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from:

Your violation of any clause or condition outlined within this Agreement.
Any regulatory enforcement action or TCPA litigation linked to inbound or outbound call-routing frameworks configured through your automated Twilio allocation.
Direct intellectual property infringements related to business assets or copyright text uploaded by you or your Agency clients to the public schema layers of the web.

10. Governing Law and Dispute Resolution

10.1 Jurisdiction

This Agreement shall be governed, interpreted, and enforced in complete accordance with the laws of the State of Georgia, without regard to its conflict of law principles.

10.2 Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to this contract, including its formation or breach, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Atlanta, Georgia, and the judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Both parties agree that all claims must be brought in an individual capacity, and not as a plaintiff or class member in any purported class action proceeding.

11. General Contract Provisions

Severability: If any unique provision of this Agreement is held to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, the remaining terms shall remain in absolute structural effect.
Waiver: No failure or delay by Company in exercising any right under this contract constitutes a modern waiver of that right.
Entire Agreement: This Terms of Service, alongside the chosen dashboard digital registration selection, constitutes the entire legal agreement between Subscriber and Montjoy, LLC regarding the Platform ecosystem, displacing all prior written or verbal discussions.

Master Terms of Service & Licensing Agreement