Terms of Use

1. Acceptance and Eligibility

1.1 Agreement. By creating an account, accessing, or using the Service, the entity on whose behalf the account is created (“Customer”) agrees to these Terms. If an individual accepts these Terms on behalf of an organization, that individual represents and warrants that they have the authority to bind that organization, and “Customer” refers to that organization.

1.2 Business use only. The Service is a business-to-business product. It is offered only to businesses and their authorized personnel, and only for business purposes. The Service is not offered to consumers and is not directed at children under 16 years of age.

1.3 Order of precedence. If Customer has signed a separate written agreement with Mad Fish covering the Service (such as a master services agreement or order form), that agreement controls to the extent it conflicts with these Terms.

2. Definitions

• “Authorized User” means an individual employee, contractor, or agent of Customer whom Customer authorizes to use the Service under a Seat.
• “Connected Platform” means a third-party service (for example, Google Ads, Google Analytics 4, Meta, LinkedIn, TikTok, Shopify, HubSpot, Salesforce, Mailchimp, Workamajig, Bill.com, Rippling, Toggl, Pinpoint, BigQuery, or Google Docs, Sheets, and Slides) that Customer or an Authorized User connects to the Service.
• “Connected Platform Data” means data retrieved from, written to, or deleted from a Connected Platform through the Service at the direction of Customer or an Authorized User.
• “Customer Data” means data submitted to or generated within the Service by or for Customer, including Connected Platform Data, reports, and dashboards, but excluding Usage Data.
• “Instructions” means prompts, commands, configurations, and other directions given by Customer or its Authorized Users, including directions given through an AI assistant connected to the Service.
• “Seat” means a per-user license to access the Service, with permissions configured by Customer.
• “Usage Data” means aggregated or de-identified technical and operational data about use of the Service that does not identify Customer, an Authorized User, or any natural person.

3. The Service

3.1 What the Service does. The Service has two components: (a) the MCP Gateway, which allows Customer’s AI assistants (such as Claude, ChatGPT, Microsoft Copilot, and Gemini) to connect to approximately 33 third-party marketing, analytics, and operations platforms through per-user OAuth connections and API keys; and (b) Data Visualization, which allows Customer to create, store, and share reports and dashboards built from Customer’s data.

3.2 AI assistant model. The Service does not itself decide what actions to take. It executes operations against Connected Platforms only when directed to do so by Customer’s AI assistant acting on Instructions from Customer or its Authorized Users. Mad Fish does not provide, control, or operate the AI assistants Customer chooses to use.

3.3 No affiliation. Mad Fish is not affiliated with, sponsored by, or endorsed by any Connected Platform or AI assistant provider. All third-party names, logos, and trademarks are the property of their respective owners and are used for identification only.

4. Accounts, Seats, and Security

4.1 Account information. Customer must provide accurate, current account information and keep it up to date.

4.2 Credentials. Customer and its Authorized Users are responsible for maintaining the confidentiality of login credentials and for all activity under their accounts. Customer must notify Mad Fish promptly at legal@madfishelements.com of any suspected unauthorized access.

4.3 Per-seat permissions. The Service enforces read, write, and delete permissions on a per-Seat basis, server-side. Customer configures those permissions. Mad Fish enforces the permissions Customer sets; it does not decide what permissions any Authorized User should have.

4.4 Administrators. Customer’s administrators are responsible for provisioning and deprovisioning Seats, assigning permissions, reviewing the audit trail, and removing access for departed personnel promptly.

5. Third-Party Platform Connections

5.1 Authorization. Authorized Users connect Connected Platforms via OAuth or API keys. By connecting an account, Customer authorizes the Service to access that account on Customer’s behalf, within the scopes granted and the Seat permissions Customer has configured.

5.2 Customer warranty. Customer represents and warrants that it has all rights, consents, and authority necessary to connect each Connected Platform account to the Service and to direct the operations performed on it, including where the account belongs to Customer’s own client.

5.3 Platform terms still apply. Customer’s use of each Connected Platform remains governed by that platform’s own terms, policies, and rate limits. Nothing in these Terms modifies Customer’s obligations to any Connected Platform.

5.4 Credential storage. Mad Fish stores OAuth refresh tokens and API credentials encrypted in a managed key vault. Handling of these credentials is further described in the Mad Fish Elements Privacy Policy.

5.5 Revocation. Customer may disconnect a Connected Platform at any time through the Service or through the platform’s own security settings. Disconnection stops future operations on that platform through the Service.

5.6 Third-party changes and outages. Connected Platforms may change or discontinue their APIs, alter permissions or rate limits, or experience outages at any time. Mad Fish is not responsible for the availability, accuracy, or behavior of any Connected Platform, or for the effects of any third-party API change, deprecation, suspension, or outage on the Service.

6. Customer Instructions and AI Actions

6.1 The Service executes Instructions. The Service performs operations - including reads, writes, and deletions - on Connected Platforms as directed by Instructions. Some operations are irreversible (for example, deleting a record or modifying a live advertising campaign).

6.2 Customer responsibility. As between the parties, Customer is solely responsible for: (a) the Instructions given by its Authorized Users and by AI assistants acting on their behalf; (b) all changes made to Connected Platform accounts through the Service; and (c) the consequences of those changes, including advertising spend incurred, paused, or reallocated as a result of campaign changes made through the Service.

6.3 Recommended safeguards. Mad Fish recommends that Customer: (a) assign read-only Seats where write access is not needed; (b) restrict write and delete permissions to trained personnel; and (c) review AI-proposed changes before instructing execution, particularly changes affecting live advertising spend. Customer’s failure to adopt these safeguards does not shift responsibility to Mad Fish.

6.4 AI output. Outputs produced by AI assistants (including summaries, analyses, and recommendations displayed through the Service) may contain errors. Customer should verify material outputs against the source Connected Platform before relying on them.

7. Fees and Billing

7.1 Subscriptions. The Service is sold as monthly subscriptions, including per-seat tiers and Ad Ops tiers. Fees are stated at purchase or in an applicable order form.

7.2 Percentage-of-spend pricing. Ad Ops tiers are priced in part as a percentage of managed advertising spend. Managed advertising spend is measured using the connected advertising platforms’ own reporting APIs, as retrieved at billing time. The measurements used for billing are recorded in the Service’s audit trail, and Customer may review them on request.

7.3 Metered usage. Subscriptions include a stated volume of API calls. Usage beyond the included volume is billed per call, in arrears, on the next invoice.

7.4 Free trial. New customers may receive a 30-day free trial with 500 included API calls. Mad Fish may modify or withdraw trial terms for future signups at any time.

7.5 Payment processing. Payments are processed by Stripe. Mad Fish does not store payment card data. Payment is due as stated at checkout or on the invoice.

7.6 Taxes. Fees exclude taxes. Customer is responsible for all applicable taxes other than taxes on Mad Fish’s income.

7.7 Fee changes. Mad Fish may change fees with at least 30 days’ prior notice; changes take effect at the start of the next billing period after the notice period.

7.8 Late payment; suspension. If undisputed fees are past due, Mad Fish may suspend the Service after notice and a reasonable opportunity to cure, and may charge interest on late amounts as permitted by law.

8. Acceptable Use

Customer must not, and must not permit any Authorized User or AI assistant to:

• use the Service in violation of applicable law, or to infringe or misappropriate anyone’s rights;
• submit payment card numbers (PAN) through the Service - the Service automatically rejects detected card numbers - or submit protected health information (PHI) or other data the Service is not designed to safeguard;
• circumvent or attempt to circumvent Seat permissions, authentication, rate limits, or other technical controls;
• resell, sublicense, or provide the Service to third parties as a service bureau without a separate written agreement with Mad Fish;
• impose abusive or disproportionate load on the Service or on Connected Platforms through it, or use the Service to violate a Connected Platform’s terms;
• reverse engineer the Service except to the extent permitted by law, or use it to build a competing product.

Mad Fish may suspend access that it reasonably believes violates this Section, with notice where practicable.

9. Customer Data and License

9.1 Ownership. As between the parties, Customer owns all Customer Data. These Terms grant Mad Fish no rights in Customer Data other than the limited license below.

9.2 License to operate. Customer grants Mad Fish a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Service, and as otherwise instructed by Customer.

9.3 Usage Data. Mad Fish may generate and use Usage Data (aggregated or de-identified so that it does not identify Customer or any person) to operate, secure, and improve the Service. Mad Fish will not re-identify Usage Data.

9.4 Audit trail. The Service logs every operation to an audit trail retained for 90 days on standard tiers and 365 days on premium tiers.

10. Confidentiality

10.1 Each party may receive non-public information of the other that is marked confidential or that reasonably should be understood as confidential (“Confidential Information”). Customer Data is Customer’s Confidential Information.

10.2 The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect it with at least reasonable care; and (c) not disclose it except to personnel and subcontractors bound by comparable obligations, or as required by law (with notice to the disclosing party where legally permitted).

10.3 These obligations do not apply to information that is or becomes public without breach, was known before disclosure, is independently developed, or is rightfully received from a third party.

11. Intellectual Property

11.1 Mad Fish and its licensors own the Service, including all software, interfaces, documentation, and Usage Data, and all related intellectual property rights. Except for the rights expressly granted, no rights are transferred to Customer.

11.2 If Customer provides feedback about the Service, Mad Fish may use it without restriction or obligation.

12. Warranties and Disclaimers

12.1 Mutual warranty. Each party warrants that it has the legal power to enter into these Terms.

12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” MAD FISH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MAD FISH DOES NOT WARRANT: (a) THE ACCURACY, COMPLETENESS, OR TIMELINESS OF DATA RETRIEVED FROM CONNECTED PLATFORMS; (b) THE AVAILABILITY OR CONTINUED OPERATION OF ANY CONNECTED PLATFORM OR ITS APIS; OR (c) THAT AI ASSISTANT OUTPUTS WILL BE ACCURATE OR ERROR-FREE.

13. Limitation of Liability

13.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO MAD FISH FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

13.3 Exclusions from the cap. The cap in Section 13.2 does not apply to: (a) Customer’s payment obligations; (b) a party’s indemnification obligations under Section 14; or (c) a party’s breach of Section 10 (Confidentiality) or Customer’s breach of Section 8 (Acceptable Use).

13.4 Ad spend. For clarity, advertising spend incurred through Connected Platforms as a result of Instructions is Customer’s own expenditure, not damages caused by Mad Fish, and Mad Fish has no liability for it.

14. Indemnification

14.1 By Mad Fish. Mad Fish will defend Customer against third-party claims alleging that the Service, as provided by Mad Fish and used as permitted, infringes a third party’s intellectual property rights, and will pay resulting damages and reasonable costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Connected Platforms, combinations with items not provided by Mad Fish, or use in violation of these Terms.

14.2 By Customer. Customer will defend Mad Fish against third-party claims arising from: (a) Customer Data; (b) Instructions and the changes made to Connected Platform accounts through the Service; (c) Customer’s breach of Sections 5.2 or 8; or (d) Customer’s violation of a Connected Platform’s terms; and will pay resulting damages and reasonable costs finally awarded or agreed in settlement.

14.3 Process. The indemnified party must give prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party (no settlement imposing obligations on the indemnified party without its consent).

15. Term, Suspension, and Termination

15.1 Term. These Terms apply while Customer has an account. Subscriptions renew monthly until cancelled.

15.2 Termination for cause. Either party may terminate for material breach not cured within 30 days of notice. Mad Fish may suspend the Service immediately where reasonably necessary to address security risks, unlawful use, or non-payment as described in Section 7.8.

15.3 Effect of termination; data export. On termination or expiration, Customer’s access ends and outstanding fees become due. For 30 days after termination, Customer may export its stored reports and dashboards, and Mad Fish will make Customer Data available for export in a commonly used format. After that window, Mad Fish will delete Customer Data (including stored OAuth tokens and credentials) from active systems, subject to backup cycles and legal retention obligations.

15.4 Survival. Sections 7 (for amounts owed), 9.3, 10, 11, 12, 13, 14, 15.3, 17, and 18 survive termination.

16. Modifications to the Service and Terms

16.1 Mad Fish may modify the Service, including adding or removing Connected Platform integrations, provided it does not materially degrade the core functionality of an active paid subscription.

16.2 Mad Fish may update these Terms. For material changes, Mad Fish will give at least 30 days’ notice by email or in-product notice; changes take effect for Customer at the start of the next billing period after notice, and continued use constitutes acceptance.

17. Governing Law; Venue; Dispute Resolution

17.1 Governing law. These Terms are governed by the laws of the State of Oregon, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Subject to Section 17.3, the state and federal courts located in Portland, Oregon (Multnomah County) have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

17.3 Arbitration.

17.4 Injunctive relief. Either party may seek injunctive relief in any court of competent jurisdiction for misuse of Confidential Information or intellectual property.

18. Miscellaneous

18.1 Assignment. Neither party may assign these Terms without the other’s consent, except either party may assign them in connection with a merger, acquisition, or sale of substantially all assets, with notice.

18.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including Connected Platform outages, internet failures, and acts of government), except for payment obligations.

18.3 Independent contractors; no third-party beneficiaries. The parties are independent contractors. These Terms create no third-party beneficiary rights.

18.4 Notices. Legal notices to Mad Fish must be sent to Mad Fish SEO, Inc., 721 SW Oak, Suite 200, Portland, Oregon 97205, and by email to legal@madfishelements.com. Mad Fish may give notice to Customer by email to the account email or in-product.

18.5 Severability; waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder stays in effect. Failure to enforce a provision is not a waiver.

18.6 Entire agreement. These Terms, together with the Privacy Policy, any order forms, and any signed agreement referenced in Section 1.3, are the entire agreement about the Service and supersede prior discussions.

Questions: legal@madfishelements.com · Mad Fish SEO, Inc., Portland, Oregon