These Terms and Conditions (“Terms”) are a legally binding contract between FanEngine AI Inc. (“FanEngine”) and the party identified (“Client”) on the applicable order form, digital sign-up process within the FanEngine Services, insertion order, or other similar document (“Order Form”). FanEngine and Client can each be referred to individually as a “Party” or collectively as “Parties”. These Terms, together with the applicable Order Form, are referred to as the “Agreement.”
By: (a) executing or clicking ‘accept’ to an Order Form; (b) using any FanEngine Services (defined below); or (c) otherwise agreeing to its binding quality; for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
In these Terms, a reference to a “Section” followed by a number means a Section of these Terms. A reference to a Section followed by a letter means a Section of the Order Form.
1.1 Platform. FanEngine provides a fan data management platform and technology-enabled growth and monetization services (the “Services”) through its proprietary software, data ingestion and identity resolution systems, unified fan profiles, Model Context Protocol (“MCP”) endpoints, agent-based and AI-assisted features made available through the platform interface or programmatically (now or in the future), tracking infrastructure, SDK, scripts, tags, APIs, affiliate integrations, reporting tools, and related systems (collectively, the “FanEngine Platform”). FanEngine may modify the features included in each plan from time to time, provided that FanEngine will not materially reduce the core functionality of Client’s paid plan during a paid billing period. The Services may include implementation of tracking links, campaign identifiers, embedded scripts, SDK components, automation flows, and related technical assets (“FanEngine Tracking”) across Client’s websites, emails, social channels, landing pages, and related properties.
1.2 Client Implementation. Client agrees to implement and maintain FanEngine Tracking where revenue participation applies, in accordance with documentation provided by FanEngine.
1.3 Scope. Services shall be provided solely as described in the applicable Order Form.
1.4 Availability. FanEngine shall use commercially reasonable efforts to make the FanEngine Platform available and operational during the Term. FanEngine shall not be liable for any temporary interruptions, scheduled maintenance, or downtime caused by circumstances beyond its reasonable control.
1.5 Metered Features; Fair Use. MCP access, APIs, agent-based and AI-assisted features, and data exports (collectively, “Metered Features”) are provided for Client’s internal analysis of, and action on, its own fan data, and are subject to the FanEngine Fair Use Policy, as updated by FanEngine from time to time on notice to Client (the “Fair Use Policy”). The Fair Use Policy is incorporated into these Terms. FanEngine may throttle, limit, suspend, or require custom pricing for any Metered Feature that exceeds the Fair Use Policy or that FanEngine reasonably believes is being used for automated bulk extraction or for any purpose prohibited by the Fair Use Policy or Section 4. Outputs of agent-based and AI-assisted features are generated automatically and are provided for Client’s review; Client is responsible for reviewing those outputs before relying on them or sending any communication to fans.
1.6 Trial Period. During any Trial Period under an Order Form, the Services are provided as-is, without support or availability commitments, and FanEngine may limit Metered Features as described in the Fair Use Policy.
2.1 Program Data. In connection with providing the Services, FanEngine may process Client-provided audience data and user interaction data generated through FanEngine Tracking (“Program Data”). Client retains all right, title, and interest in its audience data, subscriber lists, customer records, and related first-party information.
2.2 Aggregated Data. FanEngine may use aggregated and anonymized data derived from Program Data for internal analytics, benchmarking, product improvement, and reporting purposes, provided that such data does not identify Client or any individual user. Client is responsible for ensuring that appropriate disclosures are made in its privacy policy regarding the use of FanEngine Tracking technologies.
2.3 Subprocessors. FanEngine may engage third-party subprocessors as reasonably necessary to provide the Services, provided that FanEngine remains responsible for their compliance with applicable data protection obligations.
2.4 Roles of the Parties. Client acts as the data controller with respect to its audience data and user information. FanEngine acts solely as a service provider and processor with respect to Program Data processed in connection with the Services.
2.5 Permitted Processing. FanEngine shall not sell, license, or independently commercialize Client’s audience data. FanEngine shall process Program Data only:
(a) to provide, operate, measure, and optimize the Services;
(b) in accordance with the Order Form and these Terms; and
(c) in compliance with applicable data protection laws.
2.6 Data Retention. FanEngine shall retain Program Data only as long as reasonably necessary to provide the Services and comply with applicable legal obligations. Upon termination or expiration of this Agreement, including cancellation during a Trial Period, FanEngine will make Client’s audience data available for export for thirty (30) days, after which FanEngine will delete Program Data in its possession, except as retained in aggregated and anonymized form under Section 2.2 or as required by law.
2.7 Security. FanEngine shall implement reasonable administrative, technical, and organizational safeguards designed to protect Program Data against unauthorized access, loss, misuse, or alteration.
2.8 Data Breach Notification. In the event FanEngine becomes aware of a confirmed security breach affecting Program Data, FanEngine shall notify Client in writing within seventy-two (72) hours of such confirmation, to the extent permitted by applicable law. Such notice shall include, to the extent then known, a description of the nature of the incident, the categories of Program Data affected, and the remediation steps FanEngine is taking or plans to take.
2.9 Data Exports. Exports of Program Data containing personal information are available only to Authorized Users, are limited to Client’s own fans, and may be used only for purposes connected to Client’s relationship with those fans. FanEngine may log exports, limit their volume and fields as set out in the Fair Use Policy, and pause export functionality while it reviews activity that appears inconsistent with these Terms, without affecting Client’s analytics access. Client is solely responsible for exported data once it leaves the FanEngine Platform, including its handling in accordance with applicable privacy law and Client’s own privacy policy.
2.10 Workspaces. References in these Terms to Client’s audience data, fan data, fan database, or fans include the fan data held in each of Client’s Workspaces. Client represents and warrants that, for each creator or other talent whose audience data is held in a Workspace, Client has, and will maintain while that data is held, the rights and authority needed to provide that data to FanEngine and to direct its processing under these Terms. If a Workspace is removed from Client’s account, FanEngine will make that Workspace’s audience data available to Client for export for thirty (30) days and will then delete it in accordance with Section 2.6.
Subject to these Terms, FanEngine grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the FanEngine Platform, including the Metered Features included in Client’s plan, during the Term solely for Client’s internal business purposes (including use on behalf of the creators and other talent in its Workspaces) in connection with the Services. Client may not copy, modify, reverse engineer, distribute, resell, or otherwise exploit the FanEngine Platform except as expressly permitted in writing. All rights not expressly granted are reserved by FanEngine.
4.1 Prohibited Platform Activities. Without limiting the restrictions in Section 3, Client shall not, and shall ensure that its Authorized Users do not: (a) capture, screenshot, screen-record, photograph, or otherwise reproduce any portion of the FanEngine Platform interface, dashboards, workflows, or reports for any competitive, reverse-engineering, or external commercial purpose, provided that Client may capture and share reports and dashboard views internally and with the creators and other talent in its Workspaces; (b) transmit, input, or otherwise provide any FanEngine Platform output, interface design, workflow logic, or operational methodology to any artificial intelligence system, large language model, machine learning tool, or similar technology for the purpose of replicating, reconstructing, or deriving a competing product or service, provided that Client may use FanEngine Platform output through FanEngine-provided MCP connections, APIs, and agent features with an artificial intelligence assistant of Client’s choice for Client’s internal purposes in accordance with Section 1.5 and the Fair Use Policy; (c) disclose FanEngine’s platform architecture, automation logic, campaign structures, tracking methodologies, or monetization processes to any third party not expressly authorized under this Agreement; (d) use access to the FanEngine Platform to develop, assist in the development of, or advise any product or service that replicates or competes with the FanEngine Platform or Services; or (e) use Metered Features to extract, copy, or reconstruct Client’s fan database, or any substantial portion of it, outside the FanEngine Platform, whether in a single request or through repeated requests, except through export functionality permitted under Section 2.9.
4.2 Authorized Users. Client may permit its employees, agents, managers, and other authorized representatives, and the creators, talent, and representatives associated with its Workspaces (“Authorized Users”) to access the FanEngine Platform solely to support Client’s use of the Services under this Agreement. Client shall (i) ensure that each Authorized User is made aware of and agrees to comply with all applicable restrictions set forth in this Agreement, including this Section 4 and Section 10 (Confidentiality), prior to accessing the FanEngine Platform; (ii) be responsible and liable for any act or omission of an Authorized User that would constitute a breach of this Agreement if performed by Client; and (iii) promptly notify FanEngine of any unauthorized access or use of the FanEngine Platform upon becoming aware of such activity. FanEngine may, at its option, require Authorized Users to separately accept platform terms of use prior to being granted access.
4.3 Injunctive Relief. Client acknowledges that any breach of this Section 4 or Section 10 (Confidentiality) would cause FanEngine irreparable harm for which monetary damages would be an inadequate remedy, and that FanEngine shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the requirement to post a bond or prove actual damages.
To the extent Program Data includes personal data originating from the European Economic Area, United Kingdom, or Switzerland, the Parties agree that: Client remains the data controller; FanEngine acts solely as a processor; and any cross-border transfer of such data shall be deemed subject to the European Commission’s Standard Contractual Clauses (Module Two: Controller to Processor), which are incorporated by reference where legally required. The Parties agree to execute additional documentation only if required by applicable law.
FanEngine may provide reporting tools, dashboards, or periodic reports relating to campaign performance, tracking metrics, and revenue activity (“Program Reports”). FanEngine Tracking and FanEngine’s attribution records are the system of record for determining Net Revenue attributable to FanEngine Tracking, absent manifest error or reasonably documented evidence to the contrary. Program Reports do not replace each Party’s obligation to report and remit revenue share as set forth in the applicable Order Form. Client shall notify FanEngine in writing of any good-faith dispute regarding a Program Report within sixty (60) days of receipt of such report. Disputes not raised within such period shall be deemed accepted and waived. FanEngine shall investigate and respond to any timely dispute in writing within thirty (30) days of receipt. Amounts not subject to a timely, good-faith dispute shall remain due and payable in accordance with Section 7.
7.1 General. Fees and revenue participation shall be governed by the applicable Order Form and the provisions of this Section 7.
7.2 Net Revenue. “Net Revenue” has the meaning set forth in the applicable Order Form.
7.3 Completed Transaction. A “Completed Transaction” means a transaction for which payment has been received by the collecting Party and that is subject to revenue participation under the applicable Order Form.
7.4 Revenue Share Calculation. Revenue share shall be calculated based on Net Revenue in accordance with the applicable Order Form.
7.5 Payment. Revenue share payments shall be due and payable within thirty (30) days following the close of each calendar month in which the applicable Completed Transactions occurred (“Payment Due Date”).
7.6 Late Payments. Any amounts not received by the Payment Due Date shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the Payment Due Date until the date of actual payment.
7.7 Setup Fees. Any setup fees or additional services fees agreed in writing shall be non-refundable once Services have commenced, except to the extent the applicable Order Form provides for waiver or conditional waiver of a setup fee upon satisfaction of a stated condition, in which case that Order Form provision controls.
7.8 Taxes. Each Party shall be responsible for its own income taxes. The Party collecting revenue shall be responsible for remitting any applicable transaction-level taxes unless otherwise agreed in writing.
7.9 Platform Fees. Platform Fees are billed monthly in advance on each Billing Date, are charged automatically to the Payment Method on file, and are non-refundable once charged, except as expressly provided in the Order Form. Client shall provide a valid Payment Method before the Conversion Date and keep one on file for the remainder of the Term. If a charge to the Payment Method fails and is not cured within ten (10) days after notice from FanEngine, FanEngine may suspend access to the FanEngine Platform, including Metered Features, until all amounts due are paid.
7.10 Trial Period and Conversion. Where an Order Form provides for a Trial Period, no Platform Fee is charged during the Trial Period, and the Order Form converts automatically to a paid plan on the Conversion Date unless Client cancels by written notice before the Trial Period ends, in each case as set out in the Order Form. Cancellation during the Trial Period is effective immediately and no Platform Fee is owed. Client, together with its affiliates and any entity under common control, is eligible for one Trial Period, which covers all of its Workspaces.
7.11 Price Changes. FanEngine may change its list Platform Fees and plan limits on at least thirty (30) days written notice, effective on the first Billing Date after the notice period, subject to any discount period stated on the Order Form.
8.1 Term. This Agreement shall commence on the Effective Date and continue on a month-to-month basis unless terminated in accordance with this Section 8 (the “Term”). Either Party may terminate this Agreement for convenience upon thirty (30) days written notice. Termination for convenience does not entitle Client to a refund of any Platform Fee for the then-current billing period. Cancellation during a Trial Period is governed by Section 7.10.
8.2 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving notice.
8.3 Effect of Termination. Client shall remove FanEngine Tracking from its properties unless otherwise agreed in writing. Each Party shall remit any outstanding revenue share amounts due through the effective date of termination in accordance with Section C.4 of the Order Form (Reporting and Payment). FanEngine shall make Client’s audience data available for export and thereafter delete Program Data in accordance with Section 2.6.
8.3.1 Tracked Revenue. FanEngine shall remain entitled to revenue share for transactions attributable to FanEngine Tracking prior to termination and completed within sixty (60) days following termination.
8.3.2 FanEngine-Sourced Opportunities. If an addendum under Section C.3.2 of the Order Form is in effect, FanEngine shall remain entitled to the rate set out in that addendum on Net Revenue Client receives during the twelve (12) months following termination from any opportunity FanEngine Sourced and Client approved during the Term.
8.4 Survival. Sections 2 (Data Processing and Rights), 7 (Fees; Revenue Participation), 8.3 (Effect of Termination), 8.4 (Survival), 9 (Ownership), 10 (Confidentiality), 12 (Disclaimers), 13 (Indemnification), 14 (Limitation of Liability and Damages), 16 (Governing Law; Dispute Resolution), and 17 (General) shall survive termination or expiration of this Agreement.
9.1 Client Property. Client retains all right, title, and interest in and to its audience data, subscriber lists, customer information, content, branding, and intellectual property.
9.2 FanEngine Property. FanEngine retains all right, title, and interest in and to the FanEngine Platform, SDK, tracking systems, automation tools, reporting systems, analytics models, and all related intellectual property.
9.3 No Other Transfer. Except as expressly stated in this Agreement, no ownership rights are transferred between the Parties.
10.1 Confidential Information. Each Party may receive confidential information from the other Party in connection with this Agreement (“Confidential Information”). Confidential Information includes non-public business, financial, technical, or strategic information disclosed by one Party to the other. Confidential Information does not include information that is or becomes publicly available, was known prior to disclosure, is independently developed, or is rightfully received from a third party. Each Party agrees to use Confidential Information solely for purposes of performing under this Agreement and to protect such information using reasonable safeguards. The obligations under this Section 10 shall survive termination or expiration of this Agreement for a period of three (3) years.
10.2 FanEngine Proprietary Processes. Without limiting Section 10.1, FanEngine’s Confidential Information expressly includes, and the following shall constitute trade secrets of FanEngine under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and applicable state law: the FanEngine Platform’s proprietary workflows, campaign logic, automation sequences, tracking methodologies, monetization architectures, onboarding processes, dashboard designs, and system architecture (collectively, “FanEngine Proprietary Processes”). FanEngine has taken and shall continue to take reasonable measures to maintain the secrecy of FanEngine Proprietary Processes, and Client acknowledges that such information derives independent economic value from not being generally known to or readily ascertainable by persons who could obtain economic value from its disclosure or use. Client shall not disclose, reproduce, or use FanEngine Proprietary Processes for any purpose other than as strictly necessary to receive the Services under this Agreement. The obligations in this Section 10.2 survive for so long as the applicable information remains a trade secret.
FanEngine does not guarantee revenue levels, audience growth, affiliate earnings, campaign performance, reward redemption rates, sponsor participation, or uninterrupted operation of third-party integrations. To the maximum extent permitted by law, FanEngine disclaims all implied warranties, including merchantability and fitness for a particular purpose.
12.1 As-Is. The Services and FanEngine Platform are provided “as is” and “as available.” Except for the warranties stated in Section 11 above, FanEngine makes no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free. To the fullest extent permitted under applicable law, FanEngine disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability, completeness, reliability, or fitness for a particular purpose. This disclaimer of warranty constitutes an essential part of these Terms. Without limiting the foregoing, during any Trial Period the Services are provided without support or availability commitments.
12.2 Modifications to the Services. FanEngine reserves the right to modify the Services, in whole or in part, at any time, for any or no reason. FanEngine will not materially reduce the core functionality of Client’s paid plan during a paid billing period, as described in Section 1.1.
13.1 By Client. Client shall indemnify, defend, and hold harmless FanEngine from any claims, damages, fines, or expenses arising out of Client’s products, services, or content; offers, rewards, or other promotions conducted on Client’s behalf; violation of applicable laws; failure to obtain required user consents; communications sent to fans through the Services at Client’s direction or using Client’s content, including any failure to comply with applicable marketing, consent, or anti-spam laws; Client’s or its Authorized Users’ handling of exported Program Data; claims by any creator or other talent associated with a Workspace relating to Client’s rights and authority under Section 2.10; or misuse of FanEngine Tracking or Metered Features.
13.2 By FanEngine. FanEngine shall indemnify Client from claims alleging that the FanEngine Platform infringes a third party’s intellectual property rights.
13.3 Procedure. The Party seeking indemnification shall promptly notify the other Party in writing of the claim, shall permit the indemnifying Party to control the defense and settlement of the claim, and shall provide reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party shall not settle any claim in a manner that imposes a non-monetary obligation on the indemnified Party without that Party’s prior written consent. Failure to give prompt notice relieves the indemnifying Party of its obligations only to the extent it is materially prejudiced by the delay.
14.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FANENGINE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT.
14.2 Liability Cap. EXCEPT FOR OBLIGATIONS ARISING FROM FANENGINE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.2 OR ITS WILLFUL MISCONDUCT, FANENGINE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF REVENUE SHARE AND FEES ACTUALLY PAID TO FANENGINE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Each Party shall maintain commercially reasonable insurance coverage appropriate to its business.
16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements negotiated, executed, and performed entirely within the State of New York, without regard to its conflicts of laws rules.
16.2 Venue. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York for any dispute arising out of or relating to this Agreement, and waive any objection to that venue.
16.3 Jury Waiver. THE PARTIES UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, CLIENT AND FANENGINE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.
17.1 Electronic Communication. The Parties agree that this Agreement and any related Order Forms, amendments, notices, or other communications may be executed, delivered, and transmitted electronically, including by email or electronic signature platform. Electronic signatures and electronic copies (including PDF copies) shall be deemed original signatures and shall be valid and binding. Each Party acknowledges the risks inherent in electronic communications. Neither Party shall be liable for delays, interception, alteration, or delivery failures resulting from electronic transmission, provided such Party has used commercially reasonable safeguards.
17.2 International Issues. The Services are operated from the United States (“US”). Client agrees that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of Client’s use of the Services. Software related to or made available through the Services may be subject to export controls of the US, and, except as authorized by law, Client agrees not to export or re-export the software to any country, or to any person, entity, or end-user subject to US export controls or sanctions.
17.3 Force Majeure. Neither Party will be liable for any delay or failure to perform under these Terms (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, pandemic, or other cause beyond such Party’s reasonable control.
17.4 Publicity. FanEngine may identify Client as a customer, unless Client requests otherwise in writing.
17.5 Assignment. These Terms and the licenses granted herein are not transferable or assignable without prior written consent of the non-assigning Party; provided, however, that either Party upon written notice to the other Party may assign to any of its affiliates or to any successor to all or substantially all of its business that concerns the subject matter of these Terms (whether by sale of stock or assets, merger, consolidation, or otherwise). These Terms will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the Parties.
17.6 Independent Contractors. The Parties enter into these Terms as independent contractors. No agency, partnership, joint venture, or employment is created as a result. Neither Party has the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
17.7 Headings. Headings and section numbers have been included herein for convenience; they do not have independent legal meaning and may not accurately reflect the content of the provisions they precede.
17.8 Notices. Notices must be in writing and are effective when (i) delivered personally, or (ii) sent by email to the billing email for Client, and to support@fanengine.ai for FanEngine, with the subject line “LEGAL NOTICE”. If the sending Party receives an error notice because the receiving Party has changed its email address without formally notifying the sending Party, the email notice is deemed effective as long as the sending Party used the last email address provided by the other Party for the express purpose of receiving notices and attempts to reach the receiving Party by phone or by forwarding the notice to the contact email address on the receiving Party’s website.
17.9 Authority to Bind. The individual agreeing to these Terms is empowered, and duly authorized, to bind Client to these Terms.
17.10 Enforceability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
17.11 Waiver. The failure of either Party at any time to require performance by the other Party of any provision of these Terms shall in no way affect that Party’s right to enforce such provisions, nor shall the waiver by either Party of any breach of any provision of these Terms be taken or held to be a waiver of any further breach of the same provision.
17.12 Entire Agreement. Both Parties agree that these Terms, together with the Order Form, are the entire and exclusive statement of the mutual understanding of the Parties and supersede all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms. Except as otherwise provided herein, the provisions of these Terms may not be modified, amended, or waived unless done in a written instrument signed by authorized representatives of each Party. Terms and conditions contained in any transactional document are void and shall not apply unless they explicitly reference these Terms.
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