Terms of Use

1. Acceptance of Terms

By creating an account, accessing, or using CMO Delivery OS, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

2.1 Definition of Services

CMO Delivery OS is a proprietary, web-based fractional CMO management platform designed to manage fractional Chief Marketing Officer (CMO) delivery across multiple marketing professionals and client engagements (the “Services”). The Platform provides the following core functionality:

• Client relationship management and portfolio oversight
• Initiative tracking with visual Gantt chart timelines
• Time entry and capacity utilization tracking
• Weekly update and executive summary generation
• AI-powered executive briefing generation using third-party artificial intelligence services
• Key Performance Indicator (KPI) tracking and reporting
• Client health scoring and analytics
• Role-based dashboards and client portals
• Document export capabilities (PDF, Word, CSV)
• In-app help center and notification system

The Platform is intended for use by marketing agencies, fractional CMO service providers, marketing professionals, and their authorized client representatives.

3. Account Registration and Security

3.1 Account Creation

To access the Platform, you must create an account by providing accurate, current, and complete information. You agree to:

• Provide truthful and accurate registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Immediately notify us of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account

3.2 Account Security

You are solely responsible for safeguarding your password and any activities or actions under your account. We are not liable for any loss or damage arising from your failure to maintain account security.

3.3 Age Requirement

You must be at least 18 years of age to use the Platform. By using the Service, you represent and warrant that you meet this age requirement.

4. User Roles and Access Levels

The Platform implements role-based access control with the following user types:

• Admin: Full system access and administrative privileges
• CMO Lead: Access to manage client engagements, initiatives, and team assignments
• CMO Support: Access to support CMO leads with client delivery activities
• Client Executive: Limited access to view published updates, KPIs, and reports for their organization
• Client Viewer: Read-only access to published client-facing content

Your access to features and data within the Platform is determined by your assigned role. You agree not to attempt to access data, features, or functionality outside your authorized role.

5. Acceptable Use Policy

5.1 Permitted Use

You agree to use the Platform solely for its intended business purpose: managing and delivering fractional CMO services and related marketing activities.

5.2 Prohibited Conduct

You agree NOT to:

• Violate any applicable local, state, national, or international law
• Infringe upon or violate any intellectual property rights, privacy rights, or other rights of any person or entity
• Upload, transmit, or distribute any malicious code, viruses, or harmful components
• Attempt to gain unauthorized access to the Platform, other user accounts, or connected systems
• Interfere with or disrupt the integrity or performance of the Platform
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform
• Use automated means (bots, scrapers, crawlers) to access the Platform without express written permission
• Remove, obscure, or alter any proprietary notices on the Platform
• Use the Platform to transmit unsolicited advertising, spam, or promotional materials
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Collect, harvest, or store personal information about other users without their consent
• Use the Platform for any illegal, fraudulent, or malicious purpose
• Sublicense, rent, lease, or resell access to the Platform without authorization

5.3 Enforcement

We reserve the right to investigate and take appropriate legal action against anyone who violates this Acceptable Use Policy, including suspending or terminating access to the Platform and reporting violations to law enforcement authorities.

6. Intellectual Property Rights

6.1 Platform Ownership

The Platform, including all software, code, designs, graphics, interfaces, dashboards, trademarks, logos, and content provided by Mixed Media Ventures, is the exclusive property of the Company and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes.

6.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Platform
• Distribute, transfer, sublicense, lease, lend, or rent the Platform
• Use the Platform to develop a competing product or service
• Remove or modify any proprietary markings or notices

6.4 Trademarks

“CMO Delivery OS,” “Mixed Media Ventures,” and related logos are trademarks or registered trademarks of Mixed Media Ventures. You may not use these marks without our prior written permission.

7. User Content and Data

7.1 User Data; Client Ownership of Marketing Data and Strategies

You retain all ownership rights to the data, content, and information you input, upload, or generate through the Platform (“User Content”), including, without limitation, your specific marketing data, marketing strategies, and other client-specific materials entered into the Platform, including but not limited to:

• Client information and profiles
• Initiative descriptions and project data
• Time entries and utilization records
• Meeting notes and updates
• KPI data and performance metrics
• Executive summaries and reports

7.2 License to Company

By submitting User Content to the Platform, you grant Mixed Media Ventures a worldwide, non-exclusive, royalty-free license to use, store, reproduce, modify, display, and transmit such User Content solely to the extent necessary to:

• Provide, maintain, and improve the Platform
• Generate analytics and insights
• Comply with legal obligations
• Enforce these Terms

7.3 User Content Responsibility

You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all User Content. You represent and warrant that:

• You have all necessary rights and permissions to submit User Content
• Your User Content does not violate any third-party rights or applicable laws
• Your User Content does not contain viruses, malware, or harmful code

7.4 Data Backup

While we implement backup procedures, you are responsible for maintaining your own backup copies of critical User Content. We are not responsible for any loss or corruption of User Content.

8. Artificial Intelligence Features

8.1 AI Features

The Platform utilizes third-party artificial intelligence services (including OpenAI GPT-4o-mini) to generate executive briefings, summaries, and other content (“AI-Generated Content”).

8.2 No Warranties on AI Content; Informational Purposes Only

AI-Generated Content is provided for convenience and efficiency purposes only and is for informational purposes. We make no representations or warranties regarding the accuracy, completeness, reliability, or appropriateness of AI-Generated Content. You acknowledge that:

• AI-Generated Content may contain errors, inaccuracies, omissions, or inappropriate material
• AI-Generated Content should be reviewed and verified before use or reliance
• You are solely responsible for reviewing, editing, and approving all AI-Generated Content before distribution to clients or third parties and before making any business, marketing, financial, or operational decisions based on it
• We are not liable for any damages arising from your reliance on AI-Generated Content

8.3 Human Oversight Required

You agree to exercise appropriate human oversight and judgment when using AI-Generated Content, particularly when:

• Communicating with clients or external stakeholders
• Making business decisions based on AI-generated insights
• Publishing or distributing AI-Generated Content externally

9. Third-Party Services and Integrations

9.1 Third-Party Dependencies

The Platform integrates with third-party services including but not limited to:

• OpenAI (artificial intelligence and language models)
• SendGrid (email delivery services)
• Other services as may be added from time to time

9.2 Third-Party Terms

Your use of third-party services through the Platform may be subject to additional terms and conditions imposed by those third-party providers. You are responsible for complying with all applicable third-party terms.

9.3 No Endorsement

We do not endorse and are not responsible for the content, accuracy, or practices of third-party services. Your interactions with third-party services are at your own risk.

9.4 Service Availability

We do not guarantee continuous availability of third-party integrations. Third-party service disruptions may temporarily affect Platform functionality.

10. Fees and Payment

10.1 Pricing

Access to CMO Delivery OS may be subject to subscription fees, licensing fees, or usage-based charges as communicated to you separately in writing or through the Platform.

10.2 Payment Terms

If you are subject to fees:

• All fees are due and payable in accordance with the payment terms provided
• Fees are non-refundable except as expressly stated in a separate written agreement
• We reserve the right to modify pricing with advance notice
• Failure to pay fees may result in suspension or termination of access

10.3 Taxes

You are responsible for all applicable taxes (excluding taxes on our net income) associated with your use of the Platform.

11. Data Security and Privacy

11.1 Security Measures

We implement commercially reasonable technical and organizational measures to protect the security, confidentiality, and integrity of data processed through the Platform, including:

• Role-based access control (RBAC)
• Secure authentication using NextAuth with JWT sessions
• Encrypted data transmission (HTTPS/SSL)
• Audit logging of sensitive actions
• Secure password reset mechanisms

11.2 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to our data practices as described in the Privacy Policy.

11.3 Data Processing

You acknowledge that the Platform processes data on servers located in the United States and potentially other jurisdictions. By using the Platform, you consent to the transfer and processing of data in these locations.

11.4 No Absolute Security

No method of electronic transmission or storage is 100% secure. While we strive to protect your data, we cannot guarantee absolute security.

12. Disclaimers and Limitation of Liability

12.1 Disclaimer of Warranties

12.2 Limitation of Damages

12.3 Maximum Liability Cap

12.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Mixed Media Ventures, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or related to:

• Your use or misuse of the Platform
• Your violation of these Terms
• Your violation of any rights of any third party
• Your User Content or any content you submit, post, or transmit through the Platform
• Your violation of any applicable laws or regulations
• Your negligence or willful misconduct

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of such claims.

14. Termination

14.1 Termination by You

You may terminate your account at any time by ceasing use of the Platform and providing written notice to us at support@mixedmediaventures.com.

14.2 Termination by Us

We reserve the right to suspend or terminate your access to the Platform immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Non-payment of fees (if applicable)
• Fraudulent, abusive, or illegal activity
• Extended periods of inactivity
• Requests by law enforcement or government agencies
• Unexpected technical or security issues
• Discontinuation or material modification of the Platform

14.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform immediately ceases
• We may delete your account and all associated User Content
• You remain liable for all fees and charges incurred prior to termination
• Sections of these Terms that by their nature should survive termination shall remain in effect, including but not limited to: ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability

14.4 Data Retrieval

You are responsible for exporting and retaining copies of your User Content prior to termination. We are not obligated to retain or provide access to User Content following termination, though we may retain certain data as required by law or our data retention policies.

15. Modifications

15.1 Platform Changes

We reserve the right to modify, suspend, or discontinue the Platform (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Platform.

15.2 Changes to Terms

We may revise these Terms from time to time at our sole discretion. The most current version will be posted on the Platform with an updated “Last Updated” date. Material changes will be communicated through:

• Email notification to your registered email address
• Prominent notice within the Platform
• Both of the above

15.3 Acceptance of Changes

Your continued use of the Platform following the posting of revised Terms constitutes your acceptance of such changes. If you do not agree to the modified Terms, you must discontinue use of the Platform.

16. Confidentiality

16.1 Confidential Information

Each party acknowledges that it may receive confidential and proprietary information belonging to the other party (“Confidential Information”). Confidential Information includes:

• Technical, business, and financial information
• Trade secrets, know-how, and processes
• User Content and client data
• The Platform’s underlying architecture, algorithms, and methodologies

16.2 Confidentiality Obligations

The receiving party agrees to:

• Maintain the confidentiality of Confidential Information
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information solely for purposes of performing under these Terms
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information

16.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known to the receiving party prior to disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is required to be disclosed by law or court order (with prior notice to the disclosing party, if legally permissible)

17. Export Controls

You agree to comply with all applicable export and import control laws and regulations in your use of the Platform. You represent 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 that you are not on any U.S. government list of prohibited or restricted parties.

18. Governing Law and Jurisdiction

18.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

18.2 Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to these Terms or the Platform shall be instituted exclusively in the federal or state courts located in Delaware. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

18.3 Waiver of Jury Trial

19. Dispute Resolution

19.1 Informal Resolution

Before initiating formal legal proceedings, you agree to first contact us at legal@mixedmediaventures.com and attempt to resolve the dispute informally. We commit to working with you in good faith to reach a mutually acceptable resolution.

19.2 Arbitration Agreement

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

• The arbitration shall be conducted by a single arbitrator mutually agreed upon by both parties
• The arbitration shall take place in Delaware
• The arbitrator’s decision shall be final and binding
• Judgment on the arbitration award may be entered in any court having jurisdiction

19.3 Class Action Waiver

19.4 Exceptions to Arbitration

Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

20. General Provisions

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any separate written agreements between you and Mixed Media Ventures, constitute the entire agreement between you and us regarding the Platform and supersede all prior or contemporaneous communications, agreements, and understandings.

20.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless in writing and signed by an authorized representative of Mixed Media Ventures.

20.4 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. We may freely assign these Terms without restriction. Any attempted assignment in violation of this section is void.

20.5 Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

20.6 Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and Mixed Media Ventures. Neither party has authority to bind the other or incur obligations on the other’s behalf.

20.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and do not confer any third-party beneficiary rights.

20.8 Notices

All notices required or permitted under these Terms shall be in writing and delivered by email to:

Mixed Media Ventures
Email: legal@mixedmediaventures.com

Notices to you may be sent to the email address associated with your account and shall be deemed effective upon sending.

20.9 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

21. Contact Information

If you have questions, concerns, or complaints about these Terms or the Platform, please contact us:

Mixed Media Ventures
Website: https://www.mixedmediaventures.com
Email: support@mixedmediaventures.com
Legal Inquiries: legal@mixedmediaventures.com