Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Vertical AI Inc. website, web-based application, and related services, including SocialSmith (collectively, the “Services”) offered by Vertical AI Inc. (“Vertical Inc.,” “we,” “us,” or “our”). By accessing, creating an account, or using the Services, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Services.

Where a Vertical AI product publishes its own terms of service, those terms apply to that product instead. For example, Morning Desk is governed by the terms at morningdesk.app/terms.

Key definitions

• “User” means the person or entity using the Services. If you use the Services on behalf of an entity, you represent you have authority to bind that entity.
• “Content” means text, images, video, audio, files, data, messages, and other materials.
• “User Content” means Content you or your authorized users submit to the Services.
• “Output” means Content generated by the Services for you, including by AI features.
• “Connected Account” means a third-party social media or platform account (such as Instagram, X, TikTok, Facebook, YouTube, LinkedIn, or Reddit) that you link to the Services.

Eligibility and account registration

• You must be at least 18 years old and able to form a binding contract to use the Services.
• You agree to provide accurate, current, and complete information when creating an account and to keep it updated.
• You are responsible for safeguarding your credentials and for all activity that occurs under your account.
• If you believe your account has been compromised, contact us promptly at support@verticalinc.ai.

License grant and acceptable use

• Subject to your compliance with these Terms, Vertical AI Inc. grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes or to manage your own social media presence.
• You may not (and may not allow any third party to): (a) reverse engineer, decompile, or attempt to derive source code; (b) copy, modify, or create derivative works; (c) rent, lease, sell, sublicense, or transfer the Services; (d) use the Services to build or benchmark a competing product; (e) interfere with security, integrity, or performance; (f) use the Services for unlawful, misleading, abusive, discriminatory, or fraudulent conduct; or (g) use automated means to access the Services except through interfaces we provide.
• We may suspend or terminate access for violations or suspected misuse.

No professional advice; compliance responsibility

• The Services may provide workflow assistance, automation, content drafting, scheduling, analytics, summaries, or suggestions. These outputs are for general information and operational convenience only.
• Vertical AI Inc. does not provide legal, marketing, advertising, financial, or other professional advice.
• You are solely responsible for compliance with all applicable laws and regulations and with the terms, policies, and guidelines of any third-party platform on which you publish — including advertising and disclosure rules (such as the FTC’s Endorsement Guides and its rule banning fake reviews and testimonials), intellectual property and copyright laws, consumer protection laws, and platform-specific content rules.
• You should obtain independent professional advice where appropriate.

User Content, permissions, and data rights

• You retain ownership of your User Content. You grant Vertical Inc. a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, publish, and distribute User Content as necessary to provide, maintain, secure, and improve the Services — including publishing or scheduling User Content to the Connected Accounts you authorize — and to comply with law.
• You represent and warrant that: (a) you have all rights needed to provide User Content to Vertical AI Inc.; (b) your User Content and your use of the Services do not violate any law or third-party rights; and (c) you have obtained all rights, licenses, releases, and consents necessary for Vertical Inc. to use and publish your User Content, including for any third-party names, likenesses, voices, trademarks, music, or copyrighted materials it contains.
• You are responsible for the accuracy and legality of your User Content, including any content published to your Connected Accounts.

Privacy

• Our Privacy Policy describes how we collect, use, and share personal information. The Privacy Policy is incorporated into these Terms by reference.
• If you process personal information of other individuals through the Services (for example, your audience, followers, or contacts), you are responsible for providing any legally required notices and obtaining any legally required consents.

Connected social media accounts and publishing

• The Services allow you to connect third-party social media accounts and to create, schedule, and publish Content to those accounts.
• By connecting an account, you authorize Vertical Inc. to access that account and to publish, schedule, and manage Content on your behalf as directed through the Services.
• Your use of each connected platform remains subject to that platform’s own terms of service and policies, and you are responsible for complying with them. Some platforms restrict automated posting, certain content types, or third-party access; you are responsible for ensuring your use of the Services complies with those rules. If you connect YouTube, you agree to be bound by the YouTube Terms of Service.
• We are not responsible for the acts, policies, availability, or decisions of third-party platforms — including any decision to limit, suspend, or terminate your account, to remove content, or to change or discontinue their APIs — and such changes may affect or interrupt the Services.
• You may disconnect a Connected Account at any time.

AI and automation features

• Certain features may use automated systems, including generative AI, to produce Outputs based on User Content and other inputs.
• As between you and us, and to the extent permitted by law, you own the Outputs generated for you, subject to these Terms and any rights of third parties. Outputs may not be unique, and other users may receive similar Outputs.
• AI Outputs can be incomplete or inaccurate and should be reviewed before use. You are responsible for verifying Outputs and for any actions you take based on them.
• The Services may label AI-generated or AI-assisted Content as such. You agree not to remove or obscure those labels where a platform or applicable law requires disclosure, and not to present AI-generated Content in a way that is deceptive.
• You agree not to use the Services to generate or distribute unlawful, defamatory, harassing, discriminatory, or otherwise harmful content, including content that impersonates a real person or uses a person’s likeness or voice without their consent.

Subscriptions, trials, and billing

• Some features require payment, including subscriptions. Subscription details, pricing, and renewal terms are shown within the Services at the time of purchase.
• Auto-renewing subscriptions renew at the end of each billing period unless canceled before the renewal date. If you start a free trial that converts to a paid subscription, we will tell you before you start the trial when it ends and what you will be charged, and you will not be charged if you cancel before the trial ends.
• Your purchase is processed by our third-party payment processor, and you agree to that payment processor’s terms.
• Refunds are handled as described in the Services or as required by law. If you believe you were billed in error, contact us at support@verticalinc.ai and we will help investigate.
• We may change pricing or plans, and we will provide notice as required by law before any change takes effect for your subscription.

How to cancel a subscription

You may manage or cancel your subscription at any time in your account settings. Cancellation takes effect at the end of the current billing period, and you will retain access until then. We provide an easy-to-use online cancellation method, at least as easy as the way you signed up, as required by applicable law. You can also cancel by emailing support@verticalinc.ai.

Third-party services

The Services may integrate with third-party services (for example, social media platforms, payment, messaging, identity, analytics, or AI providers, including Google Cloud). Your use of third-party services is governed by their own terms and privacy policies, and Vertical Inc. is not responsible for them.

Intellectual property

• The Services, including software, code, design, trademarks, and all related intellectual property, are owned by Vertical Inc. or its licensors and are protected by U.S. and international laws.
• Except for the limited license granted in these Terms, no rights are granted to you.

Feedback

If you provide ideas, suggestions, or feedback, you grant Vertical Inc. a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation.

Copyright and DMCA notice

If you believe content in the Services infringes a copyright, please send a notice to our designated agent at:

Email: legal@verticalinc.ai

Include: (a) your contact information; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and where it appears; (d) a statement of good faith belief that the use is not authorized; (e) a statement under penalty of perjury that your notice is accurate and you are authorized to act; and (f) your physical or electronic signature. We may terminate the accounts of repeat infringers in appropriate circumstances.

Termination

• You may stop using the Services at any time. We may suspend or terminate your access if you violate these Terms, create risk to others, or if required by law.
• Upon termination, your right to use the Services ceases. Sections intended to survive (including intellectual property, disclaimers, limitations of liability, dispute resolution, and indemnity) will survive.

Disclaimer of warranties

The Services are provided “as is” and “as available.” To the maximum extent permitted by law, Vertical Inc. disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

Vertical Inc. does not warrant that the Services will be uninterrupted, secure, or error-free, or that defects will be corrected.

Limitation of liability

To the maximum extent permitted by law, Vertical Inc. (and its officers, directors, employees, agents, and affiliates) will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to the Services.

To the maximum extent permitted by law, Vertical Inc.’s total liability for all claims in any 12-month period will not exceed the amount you paid to Vertical Inc. for the Services in that period (or US$100 if you paid nothing).

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

Indemnification

You agree to defend, indemnify, and hold harmless Vertical Inc. and its affiliates from and against claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any law or third-party rights.

Dispute resolution, arbitration, and class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

• Informal resolution first. Before starting arbitration, you and Vertical Inc. agree to try to resolve any dispute informally for at least 30 days after one party sends written notice to the other (to us at support@verticalinc.ai).
• Except for (a) individual claims in small claims court, and (b) claims for injunctive or equitable relief regarding intellectual property or unauthorized access, you and Vertical Inc. agree to resolve disputes through binding individual arbitration.
• The Federal Arbitration Act governs this section. Arbitration will be administered by a reputable arbitration provider and conducted on an individual basis. The arbitrator may award the same damages and relief as a court.
• CLASS ACTION WAIVER: You and Vertical Inc. agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.
• OPT-OUT: You may opt out of arbitration within 30 days of first accepting these Terms by emailing support@verticalinc.ai with your name, account email, and a clear statement that you wish to opt out of arbitration.

Governing law and venue

• Except where federal law applies (including the Federal Arbitration Act), these Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law rules.
• If a dispute is permitted to proceed in court (for example, if arbitration is opted out or does not apply), the exclusive venue will be state or federal courts located in Wyoming, and you consent to personal jurisdiction there.

Export controls and sanctions

You may not use the Services if you are located in, or are a resident of, a country or region subject to comprehensive U.S. sanctions, or if you are on a U.S. government restricted-party list. You agree to comply with all applicable U.S. export control and sanctions laws.

Electronic communications

You consent to receive communications from us electronically, including by email and through the Services, and agree that these communications satisfy any legal requirement that they be in writing.

Notice to California users

Under California Civil Code Section 1789.3, California users are entitled to the following notice: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Changes to these Terms

• We may update these Terms from time to time. We will post the updated Terms in the Services and update the “Last updated” date.
• If changes are material, we will provide additional notice as required by law. Your continued use after the effective date means you accept the updated Terms.

Miscellaneous

• Severability: If any provision is unenforceable, the remainder remains in effect.
• No waiver: Our failure to enforce a provision is not a waiver of our right to do so later.
• Force majeure: We are not liable for delays or failures caused by events beyond our reasonable control, including outages of third-party platforms or cloud providers.
• Assignment: You may not assign these Terms without Vertical Inc.’s consent. Vertical Inc. may assign these Terms as part of a merger, acquisition, or sale of assets.
• Entire Agreement: These Terms and the Privacy Policy are the entire agreement regarding the Services and supersede prior understandings.

Contact

Vertical AI Inc.
Email: support@verticalinc.ai