LLMPLIFY

Software as a Service Agreement

Provided by Zuti Inc.

Effective May 12, 2026

Please read this Agreement carefully before accessing or using the Service.

By clicking “Accept,” executing an Order Form, or otherwise accessing the Service, you agree to be bound by this Agreement.

Recitals

This Software as a Service Agreement (this “Agreement”) is entered into as of the date of execution of the applicable Order Form (the “Effective Date”) by and between:

Zuti Inc., a Florida corporation (“Company,” “we,” “us,” or “our”), the developer and provider of the LLMPLIFY platform; and
The entity or individual identified in the Order Form (“Client,” “you,” or “your”).

Company and Client are referred to collectively as the “Parties” and individually as a “Party.”

This Agreement governs all access to and use of the LLMPLIFY platform and any related services provided by Zuti Inc. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form shall control solely with respect to the specific transaction described therein.

1. Definitions

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

“Agreement”: means this SaaS Service Agreement, all exhibits, schedules, and any Order Forms incorporated herein by reference.
“Authorized User”: means an individual employee, contractor, or agent of Client who is authorized by Client to access the Service under Client’s subscription.
“Client Data”: means all data, content, and information submitted by or on behalf of Client or its Authorized Users to the Service, including website content, keyword data, analytics data, and campaign configurations.
“Documentation”: means the user guides, technical specifications, and help materials made available by Company for the Service, as updated from time to time.
“Fees”: means all subscription fees, usage fees, and other amounts payable by Client under this Agreement and any Order Form.
“Intellectual Property Rights”: means all patents, copyrights, trademarks, trade secrets, database rights, and any other intellectual property or proprietary rights, whether registered or unregistered, in any jurisdiction.
“LLMs” or “Large Language Models”: means artificial intelligence language models used by the Service to generate, analyze, or optimize content and SEO recommendations.
“Order Form”: means a written order document, online checkout confirmation, or executed statement of work that references this Agreement and specifies the subscription tier, fees, and term applicable to Client’s use of the Service.
“Output”: means any content, recommendations, reports, analyses, or other materials generated by the Service in response to Client Data or Client instructions.
“Service”: means the LLMPLIFY software-as-a-service platform developed and operated by Company, including all LLM-powered SEO optimization features, content analysis tools, keyword intelligence modules, reporting dashboards, and any updates, enhancements, or new features made generally available during the subscription term.
“Subscription Term”: means the period during which Client is authorized to access the Service as specified in the applicable Order Form.
“Third-Party Services”: means any software, platforms, APIs, or services provided by parties other than Zuti Inc. that may be integrated with or accessed through the Service (e.g., Google Search Console, CMS platforms).

2. Access to the Service

2.1 License Grant

Subject to Client’s timely payment of all applicable Fees and compliance with this Agreement, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Client’s internal business purposes.

2.2 Authorized Users

Client may permit its Authorized Users to access the Service. Client is responsible for ensuring that all Authorized Users comply with this Agreement and for all actions taken by Authorized Users under Client’s account. Client shall promptly notify Company of any unauthorized access or use of the Service.

2.3 Account Credentials

Client is responsible for maintaining the confidentiality of all login credentials for its account and for all activities that occur under such credentials. Client agrees to use commercially reasonable efforts to prevent unauthorized access to its account and to promptly notify Company at legal@zutidigital.com of any breach or suspected breach of security.

2.4 Acceptable Use

Client agrees not to, and shall ensure its Authorized Users do not:

use the Service for any unlawful purpose or in violation of any applicable law or regulation;
attempt to reverse engineer, decompile, disassemble, or derive the source code of the Service or any underlying LLMs;
use the Service to transmit any malware, viruses, or other harmful code;
scrape, harvest, or extract data from the Service by automated means without Company’s prior written consent;
sublicense, resell, transfer, or otherwise provide access to the Service to any third party;
use the Service to develop a competing product or service;
circumvent or disable any security features, access controls, or usage limits of the Service;
use the Service in any manner that could damage, disable, overburden, or impair Company’s infrastructure.

3. Subscriptions, Fees & Payment

3.1 Subscription Plans

The Service is offered on monthly and annual subscription plans, as well as custom enterprise plans, as described in the applicable Order Form. All subscriptions are for the Subscription Term specified in the Order Form. Client acknowledges that the features, usage limits, and pricing vary by subscription tier.

3.2 Fees and Payment

Client agrees to pay all Fees set forth in the applicable Order Form. Monthly subscriptions are billed in advance on the same calendar day each month. Annual subscriptions are billed in advance at the commencement of each annual period or as otherwise stated in the Order Form. All Fees are stated and payable in United States Dollars (USD) unless otherwise specified.

3.3 Payment Methods

Company accepts payment via credit card, ACH transfer, or wire transfer. Client authorizes Company to charge the payment method on file for all recurring Fees. If a payment fails, Company will notify Client and Client shall provide updated payment information within five (5) business days. Company reserves the right to suspend access to the Service if payment is not received within ten (10) days of the due date.

3.4 Taxes

All Fees are exclusive of taxes. Client is responsible for all applicable sales, use, value-added, withholding, or other taxes imposed by any governmental authority on the transactions contemplated herein, excluding taxes based on Company’s net income.

3.5 Fee Changes

Company reserves the right to modify Fees upon thirty (30) days’ prior written notice to Client. For monthly subscriptions, price changes take effect at the next billing cycle following the notice period. For annual subscriptions, price changes take effect at the next renewal. Client’s continued use of the Service following the effective date of any fee change constitutes acceptance of the new pricing.

3.6 No Refunds

Except as expressly set forth in Section 10.3 or as required by applicable law, all Fees are non-refundable. There are no refunds or credits for partial months of service, downgraded plans, or unused periods within a Subscription Term. Clients on annual plans who downgrade mid-term will not receive a pro-rata refund for the remainder of the annual period.

4. Term and Auto-Renewal

4.1 Subscription Term

This Agreement commences on the Effective Date and continues for the initial Subscription Term specified in the Order Form. Unless otherwise stated in the Order Form, all subscriptions commence on the date access to the Service is first made available to Client.

4.2 Auto-Renewal

All subscriptions automatically renew for successive periods equal to the initial Subscription Term (each, a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the then-current Subscription Term or Renewal Term. Notice of non-renewal must be sent to legal@zutidigital.com (if from Client) or to the email address on file for Client (if from Company).

4.3 Cancellation

Client may cancel its subscription by providing written notice at least thirty (30) days prior to the end of the then-current billing period. Upon cancellation, Client’s access to the Service will continue through the end of the current billing period, after which access will be terminated. There is no early termination right; Client remains obligated to pay all Fees through the end of the then-current Subscription Term.

5. Client Data and Privacy

5.1 Client Data Ownership

As between the Parties, Client retains all right, title, and interest in and to Client Data. Client grants Company a limited, non-exclusive, worldwide license to access, process, store, and use Client Data solely as necessary to provide and maintain the Service, respond to Client support requests, and fulfill Company’s obligations under this Agreement.

5.2 Data Storage and Reporting

Company stores Client Data for the purpose of providing Client with historical reporting, analytics, and performance tracking within the Service. Client Data is retained for the duration of the Subscription Term and for a period of ninety (90) days following termination or expiration of the Agreement, after which it will be deleted or anonymized in accordance with Company’s data retention practices, unless a longer retention period is required by applicable law.

5.3 Data Security

Company shall implement and maintain reasonable technical and organizational security measures designed to protect Client Data from unauthorized access, disclosure, or loss. These measures include, without limitation, encryption of data in transit using TLS, access controls, and regular security reviews. However, no method of transmission over the internet or electronic storage is completely secure, and Company cannot guarantee absolute security.

5.4 No Training on Client Data

Company will not use Client Data to train, fine-tune, or improve any underlying LLMs or AI models used by the Service, except that Company may use aggregated, anonymized, and de-identified usage metrics (which do not contain any Client Data or information that could reasonably be used to identify Client) for the purposes of improving Service performance and functionality.

5.5 Client Representations Regarding Data

Client represents and warrants that it has obtained all necessary rights, consents, and permissions to provide Client Data to Company and to authorize Company to process Client Data as described in this Agreement. Client agrees to comply with all applicable data protection and privacy laws in connection with its use of the Service.

5.6 Privacy Policy

Company’s collection and use of personal data in connection with the Service is governed by Company’s Privacy Policy, available at www.llmplify.com/privacy, which is incorporated herein by reference.

6. Intellectual Property

6.1 Company IP

Company retains all right, title, and interest in and to the Service, the LLMPLIFY platform, all underlying technology, algorithms, LLM infrastructure, proprietary methodologies, the Zuti Inc. SEOHero engine and all related tools, software, Documentation, and any improvements, enhancements, or derivative works thereof (“Company IP”). No rights in Company IP are granted to Client except as expressly stated in this Agreement. This Agreement does not constitute a sale of the Service or any portion thereof.

6.2 Output Ownership

Subject to Client’s compliance with this Agreement and full payment of all applicable Fees, Company assigns to Client all right, title, and interest in and to any Output generated by the Service specifically from Client Data. Notwithstanding the foregoing, Client acknowledges that (i) Output may be similar or identical to output generated for other clients using similar inputs, and Company makes no representation that Output is unique or exclusively owned by Client; and (ii) Client is solely responsible for reviewing Output prior to publication or use, and for ensuring that such Output complies with applicable laws and does not infringe any third-party rights.

6.3 Feedback

If Client provides Company with any feedback, suggestions, or ideas regarding the Service (“Feedback”), Client hereby grants Company a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and exploit such Feedback in any manner without restriction or compensation to Client.

6.4 Marks

Neither Party may use the other Party’s trademarks, logos, or trade names without prior written consent, except that Company may identify Client as a customer in its marketing materials unless Client objects in writing.

7. Confidentiality

7.1 Definition

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, the terms and pricing of this Agreement, technical and product information, business plans, Client Data, and Company’s proprietary algorithms and methodologies.

7.2 Obligations

Each Party agrees to: (i) hold the other Party’s Confidential Information in strict confidence; (ii) not disclose such information to any third party without the Disclosing Party’s prior written consent; and (iii) use Confidential Information solely for purposes of performing obligations or exercising rights under this Agreement.

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of Confidential Information. A Receiving Party may disclose Confidential Information if required by applicable law or court order, provided it gives the Disclosing Party reasonable prior notice (to the extent permitted by law) and cooperates with any protective order request.

7.4 Duration

Confidentiality obligations survive termination or expiration of this Agreement for a period of three (3) years with respect to business and commercial information, and indefinitely with respect to trade secrets.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each Party represents and warrants that: (i) it has the legal authority to enter into this Agreement; (ii) this Agreement is binding upon it; and (iii) its performance under this Agreement will not violate any applicable law, regulation, or third-party agreement.

8.2 Company Warranty

Company warrants that it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards and that the Service will perform materially in accordance with the Documentation during the Subscription Term.

8.3 Disclaimer of Warranties

Except as expressly set forth in Section 8.2, the Service is provided “as is” and “as available” without warranty of any kind. To the fullest extent permitted by applicable law, Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

8.4 No Guarantee of Results

Client acknowledges that SEO performance, search engine rankings, LLM visibility, and content effectiveness depend on numerous factors outside Company’s control, including search engine algorithm changes, competitive landscape, and Client’s own website architecture. Company makes no guarantee that use of LLMPLIFY will achieve any particular search engine ranking, traffic level, conversion rate, or business outcome. Output is provided for informational and advisory purposes only, and Client is solely responsible for decisions made based on such Output.

8.5 Third-Party Services

The Service may integrate with or rely upon Third-Party Services (including Google Search Console, Semrush, and other data providers). Company makes no representation or warranty regarding Third-Party Services and shall not be liable for any failure, unavailability, or changes to Third-Party Services that affect the performance or functionality of LLMPLIFY.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event will either Party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation loss of profits, revenue, data, business, goodwill, or anticipated savings, arising out of or related to this Agreement or the use of or inability to use the Service, even if such Party has been advised of the possibility of such damages.

9.2 Liability Cap

To the maximum extent permitted by applicable law, Company’s aggregate liability to Client arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by Client to Company in the three (3) months immediately preceding the event giving rise to the claim.

9.3 Essential Basis

The Parties acknowledge that the limitations of liability set forth in this Section 9 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the Parties. Company would not enter into this Agreement without such limitations.

9.4 Exceptions

The limitations in Sections 9.1 and 9.2 do not apply to: (i) Client’s obligation to pay Fees; (ii) a Party’s indemnification obligations; (iii) damages arising from a Party’s gross negligence or willful misconduct; or (iv) a Party’s breach of its confidentiality obligations.

10. Indemnification

10.1 Indemnification by Company

Company shall defend, indemnify, and hold harmless Client from and against any third-party claim, demand, suit, or proceeding alleging that the Service, as provided by Company and used in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret of a third party. This obligation does not apply if the alleged infringement arises from: (i) modifications to the Service made by Client or at Client’s direction; (ii) combination of the Service with Client Data or third-party products not provided by Company; (iii) Client’s use of the Service in violation of this Agreement; or (iv) Client’s continued use of the Service after being notified of the alleged infringement.

10.2 Indemnification by Client

Client shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding arising from: (i) Client Data, including any allegation that Client Data infringes any third-party rights or violates any applicable law; (ii) Client’s use of the Service in violation of this Agreement or applicable law; (iii) Client’s use or publication of any Output; or (iv) Client’s breach of its representations and warranties under this Agreement.

10.3 Indemnification Procedure

The indemnified Party must: (i) promptly notify the indemnifying Party in writing of the claim; (ii) give the indemnifying Party sole control of the defense and settlement (provided that no settlement that imposes liability on the indemnified Party may be made without prior written consent); and (iii) provide reasonable cooperation in the defense at the indemnifying Party’s expense.

11. Termination

11.1 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if: (i) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; (ii) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or liquidation proceedings; or (iii) the other Party ceases to conduct business in the ordinary course.

11.2 Termination for Convenience

Client may terminate this Agreement for convenience only by providing written notice at least thirty (30) days prior to the end of the then-current billing period. There is no right to early termination for convenience during a Subscription Term. Client remains responsible for all Fees accrued through the end of the then-current Subscription Term, which shall be immediately due and payable upon termination.

11.3 Effect of Termination

Upon termination or expiration of this Agreement for any reason: (i) all rights granted to Client under this Agreement immediately terminate; (ii) Client shall cease all use of the Service and delete or destroy any downloaded Documentation; (iii) each Party shall promptly return or destroy the other Party’s Confidential Information; and (iv) all accrued payment obligations survive. Client may request an export of its Client Data within thirty (30) days of termination, after which Company may delete such data in accordance with Section 5.2.

11.4 Survival

The following Sections survive termination or expiration of this Agreement: 1 (Definitions), 3.6 (No Refunds), 5.2 (Data Retention), 6 (Intellectual Property), 7 (Confidentiality), 8.3–8.5 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11.3 (Effect of Termination), 11.4 (Survival), and 12 (General Provisions).

12. General Provisions

12.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and both Parties irrevocably consent to personal jurisdiction and venue in such courts.

12.2 Dispute Resolution

Before initiating formal legal proceedings, the Parties agree to attempt in good faith to resolve any dispute through negotiations between senior representatives of each Party within thirty (30) days of written notice describing the dispute. If the dispute is not resolved within such period, either Party may pursue its rights under Section 12.1.

12.3 Entire Agreement

This Agreement, together with any Order Forms and exhibits incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the case of a conflict between this Agreement and any Order Form, the Order Form shall control solely with respect to the specific transaction described therein.

12.4 Amendments

Company reserves the right to modify this Agreement at any time. Material changes will be communicated to Client via email or in-Service notification at least thirty (30) days prior to taking effect. Client’s continued use of the Service following the effective date of any modification constitutes acceptance of the updated Agreement. If Client does not agree to any modification, Client must terminate its subscription prior to the effective date of such modification in accordance with Section 11.2.

12.5 Assignment

Client may not assign or transfer this Agreement, or any rights or obligations hereunder, without Company’s prior written consent. Company may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

12.6 Force Majeure

Neither Party will be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond such Party’s reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government actions, or internet or infrastructure failures, provided that the affected Party provides prompt written notice and uses commercially reasonable efforts to mitigate the impact.

12.7 Waiver

No waiver of any right or obligation under this Agreement will be effective unless in writing signed by the waiving Party. No failure or delay in exercising any right will constitute a waiver of such right.

12.8 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the original intent of the Parties.

12.9 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by email with confirmation of receipt or by overnight courier to: Company: legal@zutidigital.com / Zuti Inc., Florida, USA. Client notices shall be sent to the email address on file in the Order Form. Notices are effective upon confirmed receipt.

12.10 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other’s behalf.

12.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement creates or is intended to create any rights, claims, or remedies in favor of any other person or entity.

12.12 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.

12.13 Bundled Agency Services

Where Client has engaged Zuti Inc. for digital agency services (including SEO management or paid media management) pursuant to a separate agency services agreement, access to LLMPLIFY may be bundled with such engagement. In such cases, this Agreement governs Client’s use of the Service, while the separate agency services agreement governs the provision of professional services. In the event of a conflict, the terms of the agency services agreement shall prevail solely with respect to the professional services component. Termination of agency services does not automatically terminate Client’s LLMPLIFY subscription, and vice versa.

13. Contact

Questions about these Terms can be sent to support@llmplify.com.