Terms of Use

1. Acceptance of Terms

By accessing or using the MartechAI platform (available at app.derail-logic.com), the marketing website at derail-logic.com, or any related services provided by Derail Logic (“we,” “us,” or “our”), you agree to be bound by these Terms of Use (“Terms”). If you do not agree to these Terms, do not use the Services.

We may update these Terms from time to time. Material changes will be communicated through the platform or via email. Your continued use of the Services after changes become effective constitutes acceptance of the updated Terms.

2. Eligibility

You must be at least 16 years old to use the Services. By creating an account, you represent that you meet this age requirement and that the information you provide is accurate and complete. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your credentials.

Each account belongs to a tenant (organization) and may contain multiple workspaces. Your access within a workspace is governed by the role assigned to you by the workspace administrator (viewer, editor, admin, or tenantAdmin).

4. MartechAI Platform Services

4.1 Free Tier

We offer a free tier with usage limits: up to 100 email sends, 1 SEO audit, 1 project, 1 connected integration, and 2 AI image generations per workspace. The free tier is intended for evaluation purposes. We reserve the right to modify free tier limits or discontinue the free tier with reasonable notice.

4.2 Paid Subscriptions

Paid plans (Starter, Growth, Business) are billed through Stripe on a monthly or annual basis. By subscribing to a paid plan, you authorize us to charge your payment method for the subscription fees and any applicable taxes. Subscription fees are non-refundable except as required by law.

You may upgrade or downgrade your plan at any time. Downgrades take effect at the end of your current billing period. If you cancel your subscription, your workspace data remains accessible in a read-only state for 30 days before permanent deletion.

4.3 Usage Limits and Fair Use

Each plan tier includes specific usage limits (email sends, SEO audits, team members, workspaces, connected apps). We reserve the right to throttle or suspend services if usage exceeds plan limits or if usage patterns negatively impact the platform for other users. We will make reasonable efforts to notify you before taking action.

4.4 AI Features

MartechAI includes AI-powered features (content generation, autopilot recommendations, marketing copilot, image generation, RAG queries, AI prospecting). Outputs from AI features are generated algorithmically and may contain errors, inaccuracies, or unexpected content. You are responsible for reviewing and validating AI-generated content before use. We make no warranty regarding the accuracy, suitability, or originality of AI-generated outputs.

AI inference for content generation runs primarily on our local infrastructure. Google Gemini API serves as a failover. You retain ownership of content you create using the platform, including AI-assisted content. Your prompts and data are not used to train third-party AI models.

4.5 Email Sending

The platform uses AWS SES for email delivery. You are responsible for complying with applicable anti-spam laws (including the CAN-SPAM Act, CASL, and GDPR) when sending marketing emails through the platform. You must:

• Only send to recipients who have consented to receive communications.
• Include accurate sender information and a valid physical address.
• Provide a clear and functional unsubscribe mechanism.
• Honor unsubscribe requests promptly.

We reserve the right to suspend email sending privileges if we detect spam complaints, high bounce rates, or other indicators of abuse. AWS SES sandbox limits (200 emails/day) apply to new accounts until production access is granted.

5. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights.
• Send unsolicited bulk email (spam) or engage in phishing activities.
• Upload, store, or transmit malicious code, viruses, or any material that could harm the platform or other users.
• Attempt to gain unauthorized access to the platform, other users’ accounts, or the underlying infrastructure.
• Use the platform to process, store, or transmit sensitive personal data that is not necessary for your marketing operations (such as government IDs, financial account numbers beyond payment processing, or health records subject to HIPAA without a BAA).
• Use AI features to generate content that is illegal, defamatory, harassing, discriminatory, or infringing on intellectual property rights.
• Reverse engineer, decompile, or extract the source code of the platform (except as permitted by applicable law).
• Exceed or circumvent the usage limits or access controls of your plan tier.
• Resell, sublicense, or redistribute the platform services to third parties as a standalone offering (agency use within your own client workflows is permitted).

6. Third-Party Integrations

The platform supports integrations with third-party services (Google Analytics, Search Console, Google Ads, Facebook, Instagram, LinkedIn, X/Twitter, WordPress, HubSpot, Stripe, Form.io, n8n, DataForSEO, and others). Your use of these integrations is subject to the respective third-party’s terms of service and privacy policies. We are not responsible for the availability, accuracy, or practices of third-party services.

When you embed MartechAI forms on external websites using our form-embed.js script, you are responsible for ensuring that your use complies with applicable privacy and data protection laws, including providing appropriate notice and obtaining consent from your website visitors.

7. Intellectual Property

7.1 Our IP

The MartechAI platform, including its software, design, user interface, documentation, trademarks, and branding, is owned by Derail Logic and protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited right to use the platform as described herein.

7.2 Your Content

You retain all rights to the content you create, upload, or store within the platform (“Your Content”), including campaign briefs, email templates, landing pages, form configurations, brand voice settings, uploaded files, and AI-generated outputs. By using the platform, you grant us a limited, non-exclusive license to host, store, and process Your Content solely as necessary to provide the Services to you.

You represent that you have all necessary rights to Your Content and that Your Content does not infringe the intellectual property or privacy rights of any third party.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the platform, we may use them without restriction or obligation to you.

8. Data Privacy

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

If you are subject to GDPR, CCPA, or similar data protection laws, our role is generally that of a data processor with respect to your customers’ data (contacts, form submissions, email recipients) and a data controller with respect to your account information. A Data Processing Addendum (DPA) is available upon request for customers on paid plans.

9. Service Availability and Support

We strive to maintain high availability but do not guarantee uninterrupted access to the Services. We may perform scheduled maintenance with advance notice where practical. We are not liable for downtime caused by circumstances beyond our reasonable control, including third-party service outages, internet disruptions, or force majeure events.

Support is provided on a reasonable-efforts basis. Paid plan subscribers receive priority support. We do not guarantee specific response times unless stated in a separate Service Level Agreement.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

DERail LOGIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT PAID ANY FEES.

11. Indemnification

You agree to indemnify and hold harmless Derail Logic, its affiliates, officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your use of the Services in violation of these Terms.
• Your Content, including claims that it infringes third-party rights.
• Your violation of applicable laws, including anti-spam and data protection laws.
• Your use of AI-generated content without appropriate review or in a manner that causes harm.

12. Termination

You may terminate your account at any time through the platform settings. Upon termination, your access to the Services will cease, and your workspace data will be handled according to our data retention practices (see our Privacy Policy).

We may suspend or terminate your account if you violate these Terms, fail to pay subscription fees, or engage in activity that harms the platform or other users. We will make reasonable efforts to notify you before termination and, where appropriate, provide an opportunity to remedy the violation.

Provisions of these Terms that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and governing law) shall survive.

13. API Access and Automation

The platform provides API access on paid plans. API usage is subject to rate limits and must comply with these Terms. You may not use the API to circumvent usage limits, scrape data for competitive purposes, or create derivative services that compete with MartechAI. We may revoke API access for abuse or violation of these Terms.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of [Your State], United States, without regard to conflict of law principles. Any dispute arising from these Terms or your use of the Services shall be resolved through binding arbitration in [Your City, State], except that either party may seek injunctive relief in court for intellectual property violations or urgent equitable matters.

You agree to resolve disputes on an individual basis and waive any right to participate in a class action or representative proceeding.

15. Miscellaneous

• Entire agreement: these Terms, together with our Privacy Policy and any applicable DPA or Order Form, constitute the entire agreement between you and Derail Logic regarding the Services.
• Severability: if any provision of these Terms is found to be unenforceable, the remaining provisions remain in full effect.
• Waiver: our failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment: you may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: we may send notices to you via email or through the platform. Notices to us should be sent to [email protected].

16. Contact

For questions about these Terms, contact us at:

Email: [email protected]

Mail: Derail Logic, [Business Address], United States