NOT LEGAL ADVICE — TEMPLATE FOR ATTORNEY REVIEW. This document is a starting-point template prepared by non-lawyers for internal use. It must be reviewed, edited, and approved by qualified counsel licensed in the applicable jurisdiction before it is published, sent to a prospect, or relied upon for any commercial purpose.

AgentCite — Terms of Service (Template)

Effective Date: May 24, 2026 Company: AgentCite, Inc. ("AgentCite," "we," "us," "our") — a Delaware corporation. Customer: the entity or individual that accepts these Terms ("Customer," "you," "your").

These Terms govern your access to and use of the AgentCite platform and managed services (collectively, the "Services").

1. Account

1.1 You must be at least 18 years old and authorized to bind any business you represent. 1.2 You will provide accurate registration information and keep it current. 1.3 You are responsible for activity under your account and for safeguarding credentials.

2. The Services

2.1 AgentCite provides a Generative Engine Optimization (GEO) platform plus managed execution across five pillars: bio syndication, Google Business Profile (GBP) optimization, review acquisition, AI-friendly blog content, and directory profile claiming. 2.2 No outcome guarantee. AgentCite optimizes signals that influence AI assistants (e.g., ChatGPT, Gemini, Claude) and search engines. AI systems and third-party platforms are independent, change without notice, and produce non-deterministic outputs. AgentCite does not warrant or guarantee that you will be cited, recommended, ranked, or surfaced by any AI assistant, search engine, directory, or other third-party platform, nor any specific volume of reviews, leads, transactions, or revenue. 2.3 We may update, add, or remove features. Material reductions to subscribed functionality will be communicated in advance where reasonably practicable.

3. Acceptable Use

You will not, and will not permit any third party to:

• Use the Services to violate any law or third-party right;
• Submit false, misleading, deceptive, or defamatory content;
• Solicit, post, generate, or incentivize fake, gated, or non-genuine reviews, or otherwise violate Google's review policies, FTC Endorsement Guides, or any platform terms of service;
• Send unsolicited commercial communications in violation of CAN-SPAM, TCPA, GDPR, CASL, or analogous laws;
• Interfere with, reverse engineer, or attempt to derive source code from the Services;
• Use the Services to compete with AgentCite or to build a substantially similar product;
• Misrepresent your identity, license status, or authorization to act on behalf of any brokerage, agent, or property.

4. Customer Warranties and Obligations

4.1 You represent and warrant that:

• You own, control, or are properly authorized to grant access to the Google Business Profile, social, directory, brokerage, MLS, email-sending, and other accounts you delegate or connect to AgentCite;
• You have all rights and licenses necessary in any content, photographs, testimonials, names, marks, and customer data you provide;
• You hold all real estate licenses, brokerage authorizations, and consents required for the activities you direct us to perform on your behalf;
• Reviews you direct us to solicit will be requested only from genuine clients of yours. 4.2 You will provide timely access, approvals, content sign-offs, and responses required for the managed-service workflow. Delays caused by you do not extend our delivery obligations or entitle you to refunds.

5. Fees, Billing, Renewal

5.1 Fees are stated in your Order Form or online checkout and are billed monthly or as otherwise stated. 5.2 Subscriptions auto-renew for successive periods equal to the initial term unless cancelled at least [10] days before the renewal date. 5.3 Fees are non-refundable except where required by law or expressly stated. 5.4 Past-due amounts accrue interest at the lesser of 1.5%/month or the maximum permitted by law. 5.5 Fees are exclusive of taxes; you are responsible for applicable sales, use, and similar taxes (excluding our income taxes).

6. Intellectual Property

6.1 AgentCite IP. AgentCite retains all right, title, and interest in the Services, the five-pillar methodology, prompts, frameworks, playbooks, scoring models, citation datasets, software, and any improvements or derivatives thereof. No license is granted except as expressly stated. 6.2 Customer Content. As between the parties, you retain ownership of your brand, name, likeness, photographs, testimonials, and original content you supply ("Customer Content"). You grant AgentCite a worldwide, non-exclusive, royalty-free license to host, reproduce, adapt, distribute, publish, and otherwise use Customer Content solely to provide the Services. 6.3 Deliverables. Blog posts, bios, and other written deliverables created by AgentCite specifically for you are treated as work-for-hire upon full payment, and you receive a non-exclusive, perpetual license to use them. AgentCite retains the right to reuse non-identifying methodologies, structures, and learnings. 6.4 Aggregated Data. AgentCite may use aggregated, de-identified usage and citation data to improve the Services and produce industry research. 6.5 Feedback. You assign to AgentCite all rights in any feedback or suggestions you provide.

7. Third-Party Services

The Services interoperate with third-party platforms (e.g., Google, OpenAI, Anthropic, Google Gemini, directory sites, payment processors). Your use of those services is governed by their terms. AgentCite is not responsible for third-party acts, omissions, outages, policy changes, or pricing changes.

8. Confidentiality

Each party will protect the other's non-public information disclosed under these Terms with at least reasonable care and use it only to perform under these Terms. Confidentiality obligations survive termination for [3] years; trade secrets are protected for as long as they remain trade secrets under applicable law.

9. Indemnification

9.1 By AgentCite. AgentCite will defend and indemnify you against third-party claims alleging that the Services, as provided and used in accordance with these Terms, infringe such third party's U.S. patent, copyright, or trademark, and pay amounts finally awarded or settled. 9.2 By Customer. You will defend and indemnify AgentCite against third-party claims arising from (a) Customer Content, (b) your breach of Section 3 (Acceptable Use) or Section 4 (Customer Warranties), (c) your outbound marketing or review solicitation conducted in violation of law, or (d) your real estate practice. 9.3 Procedure. The indemnified party will give prompt notice, sole control of defense, and reasonable cooperation. No settlement that imposes liability or admission on the indemnified party without consent.

10. Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AGENTCITE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. AGENTCITE DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR ANY SPECIFIC AI CITATION, SEARCH RANKING, REVIEW COUNT, LEAD, OR BUSINESS RESULT.

11. Limitation of Liability

11.1 NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. 11.2 EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO AGENTCITE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 11.3 The foregoing limits do not apply to: (a) a party's indemnification obligations; (b) Customer's payment obligations; (c) breach of Section 3 (Acceptable Use); or (d) liability that cannot be limited under applicable law.

12. Term and Termination

12.1 These Terms continue until all subscriptions are terminated. 12.2 Either party may terminate for material breach not cured within 30 days of written notice. 12.3 We may suspend the Services immediately for non-payment, security risk, or material violation of Section 3. 12.4 On termination, your right to use the Services ends, fees accrued through the termination date remain payable, and we will follow the data-return and deletion procedures in the DPA.

13. Governing Law and Disputes

13.1 These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. 13.2 The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [New Castle County], Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction for IP or confidentiality violations. 13.3 [Optional: arbitration / class-action waiver to be added based on counsel's recommendation.]

14. Miscellaneous

14.1 Entire Agreement. These Terms, plus any Order Form, SOW, DPA, and policies referenced, are the entire agreement. 14.2 Order of Precedence. Order Form > SOW > DPA > these Terms. 14.3 Assignment. Neither party may assign without consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. 14.4 Notices. In writing, to the addresses on file; email permitted for routine notices. 14.5 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control. 14.6 Independent Contractors. No agency, partnership, or joint venture is created. 14.7 Severability; Waiver. Standard. 14.8 Updates. We may update these Terms; material changes will be notified at least 30 days in advance.

Template v0.1 — pending counsel review.