Terms of Service
Effective date: June 8, 2026
Last updated: August 8, 2026
Version: 1.0
1. Agreement to Terms
These Terms of Service (“Terms”) are a binding agreement between you and Gotham Ventures, LLC, a California limited liability company doing business as Strategent (“Strategent”, “we”, “us”, “our”), governing your access to and use of the Strategent platform, including the Strategent Console, our crawlers and scanning tools, APIs, audits, diagnostics, reports, and advisory services (collectively, the “Service”).
By accessing or using the Service, clicking to accept, or signing an order form or statement of work that references these Terms, you agree to be bound by them. If you do not agree, do not use the Service.
If you are accepting on behalf of a company or other organization, you represent that you have authority to bind that entity, and “you” refers to that entity.
The Service is a business tool. It is not offered to consumers or to anyone under 18.
2. Order of Precedence
Your agreement with us may consist of several documents. Where they conflict, the following order controls:
A signed Master Services Agreement or Statement of Work (“SOW”)
A signed Data Processing Agreement (“DPA”)
An order form or subscription plan description
These Terms
Our Privacy Policy and any acceptable use documentation
Nothing in an unsigned online plan description overrides a signed agreement.
3. Accounts and Access
Registration
Certain features require an account. You agree to provide accurate, current, and complete information and to keep it updated.
Credentials
You are responsible for safeguarding your credentials and for all activity under your account, whether or not authorized by you. Notify us at security@strategent.com immediately if you suspect unauthorized access.
Authorized users
You may permit employees and contractors to use the Service under your account. You are responsible for their compliance with these Terms. Accounts may not be shared between individuals, and credentials may not be resold or transferred.
Administrators
Account administrators can view, modify, export, and delete data associated with your workspace, including data created by other users. Where you are an individual using an account provisioned by an organization, that organization controls the account.
4. Scope of the Service
The Service may include, depending on your plan or SOW:
Automated crawling and technical analysis of web properties you authorize
Structured data, content, heading, linking, and performance diagnostics
Search and AI-answer visibility research, including citation and mention analysis
Scoring, prioritized findings, and remediation recommendations
AI-assisted drafting of content, schema markup, and technical specifications
Advisory support and implementation guidance
Unless expressly stated in a signed SOW, the Service is analysis and recommendation only. We do not implement changes on your systems, and we are not responsible for changes you or your developers make in response to our recommendations.
5. Authorization to Scan (Important)
You may only submit a domain, URL, property, or other target for analysis if you own it or have documented authorization from the owner to have it scanned.
You represent and warrant that, for every target you submit:
You own it, or you hold written authorization from the owner
Your submission does not violate any contract, terms of service, or applicable law
You will promptly withdraw any target for which authorization lapses
You will indemnify us for claims arising from targets you submitted without authorization, as described in Section 15.
Our crawler identifies itself as StrategentBot/1.0, respects robots.txt, and applies conservative rate limits. It collects only publicly accessible content and does not attempt to bypass authentication, paywalls, CAPTCHAs, or access controls. We do not perform penetration testing, vulnerability exploitation, or any other intrusive security testing unless separately contracted in writing.
We may refuse or halt any scan at our discretion, including where we believe authorization is unclear or where scanning would impose an unreasonable burden on a target.
6. Acceptable Use
You agree not to, and not to permit anyone else to:
Use the Service in violation of any law, regulation, or third-party right
Submit targets you are not authorized to scan
Use the Service to conduct security testing, reconnaissance, competitive espionage, or surveillance of individuals
Attempt to bypass access controls, rate limits, quotas, or usage restrictions
Reverse engineer, decompile, or attempt to derive the source code, models, scoring methodology, or underlying algorithms of the Service
Scrape, crawl, or harvest the Service itself, or extract data for the purpose of building a competing product
Resell, sublicense, or provide the Service to third parties as a service bureau, except as expressly permitted in a signed agreement
Upload malware, or content that is unlawful, infringing, defamatory, or harassing
Upload special-category personal data (health, biometric, financial account, or government identifier data, or data about children) without a written agreement covering it
Use outputs to generate spam, deceptive content, cloaked pages, link schemes, or any technique intended to manipulate search engines or AI systems in violation of their published guidelines
Interfere with, disrupt, or place unreasonable load on the Service or its infrastructure
Misrepresent our findings, alter reports to change their conclusions, or attribute conclusions to us that we did not make
We may investigate suspected violations and may suspend access immediately where we reasonably believe continued use poses a legal, security, or operational risk.
7. Your Content and Data
You retain ownership
You keep all right, title, and interest in the content, documents, exports, credentials, and data you submit (“Your Content”), and in the underlying web properties you submit for analysis.
License to us
You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, analyze, and process Your Content solely to provide, secure, and support the Service and to produce your deliverables. This license ends when Your Content is deleted, except for backups pending scheduled purge and copies required by law.
Improvement of the Service
We may use aggregated and de-identified data derived from use of the Service to operate, benchmark, and improve it. We do not use Your Content to train or fine-tune our own models, and we contract with our AI providers to exclude our submissions from their model training. We will not publish anything that identifies you, your organization, or a specific client property without your consent.
Your responsibilities
You represent that you have all rights necessary to submit Your Content, that submitting it does not violate any law or third-party right, and that you have given any required notices to, or obtained any required consents from, individuals whose personal data it contains.
Privacy
Our handling of personal data is described in the Strategent Privacy Policy, incorporated by reference. Where we process personal data on your behalf, we do so as a processor or service provider under a DPA.
8. Deliverables and Our Intellectual Property
Deliverables
Upon full payment, you receive a perpetual, worldwide, non-exclusive license to use the reports, findings, recommendations, schema markup, and drafted content we deliver to you (“Deliverables”) for your own internal and commercial purposes, including publishing content and markup on your own properties.
Our IP
We retain all right, title, and interest in the Service, including the Console, crawlers, scoring methodology, rubrics, benchmarks, templates, prompts, models, software, and know-how, and in any improvements to them. Nothing in these Terms transfers ownership of the Service to you.
Restrictions on Deliverables
You may not resell, redistribute, or publish a Deliverable in full as a standalone product, or remove our attribution and disclaimers from a Deliverable you circulate outside your organization. You may share Deliverables with your employees, contractors, developers, agencies, investors, and advisors who need them.
Feedback
If you give us suggestions or feedback, you grant us an unrestricted, perpetual, royalty-free right to use it without obligation or attribution.
Publicity
We will not use your name or logo as a customer reference without your prior written consent, which you may withdraw at any time.
9. AI-Generated Outputs
The Service uses large language models and other automated systems to generate summaries, scores, findings, recommendations, and drafted content (“Outputs”).
Outputs are informational only and do not constitute legal, financial, medical, accounting, or other professional advice.
Outputs may be incomplete, outdated, or incorrect, and similar or identical outputs may be generated for other customers.
You are solely responsible for reviewing and validating Outputs before relying on, publishing, or acting on them. This includes verifying factual claims, citations, press references, structured-data validity, and legal or regulatory compliance of any content you publish.
We do not use automated decision-making that produces legal or similarly significant effects on individuals.
As between you and us, and to the extent permitted by law, you own the Outputs generated for you, subject to Section 8. We make no representation that Outputs are unique or protectable by copyright.
10. No Guarantee of Search or AI Visibility Results
This section is central to the Service and you should read it carefully.
Search engines, AI assistants, and answer engines are operated by third parties whose ranking, indexing, retrieval, and citation systems are proprietary, undisclosed, and subject to change without notice. We do not control them and cannot guarantee outcomes.
Accordingly, we make no representation, warranty, or guarantee regarding:
Any specific ranking, position, impression, click, traffic, conversion, or revenue outcome
Inclusion, citation, or mention of your brand or content in any AI-generated answer
Indexing or crawling of your properties by any third party
The timing of any change in visibility following remediation
Continued results after third-party algorithm updates, policy changes, or platform deprecations
The accuracy or availability of third-party data sources used in our analysis
Scores, grades, and benchmarks we produce reflect our methodology at a point in time against publicly observable signals. They are diagnostic instruments, not predictions and not third-party certifications. Different methodologies will produce different scores.
You acknowledge that results depend heavily on factors outside our control, including your implementation quality, competitors’ activity, your market, your domain history, and third-party platform behavior.
11. Fees, Billing, and Taxes
Fees
Fees are set out in your order form, plan description, or SOW. Unless stated otherwise, subscription fees are billed in advance and project fees are billed per the SOW’s milestone schedule.
Payment terms
Invoices are due net 30 days from the invoice date. Undisputed amounts more than 30 days overdue may accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, and we may suspend the Service after 10 days’ written notice.
Non-refundable
Except where expressly stated or required by law, fees are non-refundable and there are no refunds or credits for partial periods, unused capacity, or features discontinued during a term.
Changes to pricing
We may change pricing for a subscription effective at the start of your next renewal term, with at least 30 days’ notice. Pricing in a signed SOW is fixed for that engagement.
Taxes
Fees exclude sales, use, VAT, GST, and similar taxes. You are responsible for these, other than taxes on our net income.
Disputes
Notify us of a billing dispute in writing within 30 days of the invoice date. We will work with you in good faith; you remain obligated to pay undisputed amounts on time.
12. Term, Suspension, and Termination
Term
Subscriptions run for the period stated in your order form and renew automatically for successive periods of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the current term. Project engagements end on completion of the SOW.
Termination for convenience
You may close your account at any time. Closing your account does not entitle you to a refund of prepaid fees except as stated in a signed agreement.
Termination for cause
Either party may terminate for material breach that remains uncured 30 days after written notice. We may terminate immediately, without a cure period, for breach of Section 5 (Authorization to Scan) or Section 6 (Acceptable Use).
Suspension
We may suspend access immediately, with notice where practicable, for non-payment, suspected unauthorized access, a security or legal risk, or activity that threatens the Service or third parties. We will restore access once the cause is resolved.
Effect of termination
On termination, your license to use the Service ends and outstanding fees become due. You may export your data for 30 days after termination. After that, we delete or de-identify your data per the retention schedule in the Privacy Policy. Your license to use Deliverables paid for in full survives termination.
Survival
Sections 7 (ownership provisions), 8, 9, 10, 11, 13, 14, 15, 16, 17, 18, and 20 survive termination.
13. Availability, Changes, and Beta Features
We aim to keep the Service available but do not commit to any uptime level except as expressly stated in a signed service-level agreement. The Service may be unavailable due to maintenance, third-party outages, or events beyond our control.
We may modify, add, or discontinue features. For changes that materially reduce core functionality of a paid subscription, we will give at least 30 days’ notice, and you may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.
Features labeled beta, preview, or experimental are provided as is, may be changed or removed without notice, and are excluded from any commitment, warranty, or indemnity.
14. Disclaimer of Warranties
The Service, Deliverables, and Outputs are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.
We do not warrant that the Service will be uninterrupted, secure, or error-free; that defects will be corrected; that Outputs will be accurate or complete; or that use of the Service will produce any particular business result.
Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.
15. Indemnification
By you
You will defend, indemnify, and hold harmless Strategent and its members, officers, employees, and contractors from any third-party claim, and any resulting losses, damages, and reasonable attorneys’ fees, arising from: (a) targets you submitted without authorization; (b) Your Content, including claims that it infringes or misappropriates a third party’s rights or violates privacy law; (c) your breach of Section 6; (d) your publication of, or reliance on, Outputs; or (e) your violation of law.
By us
We will defend you against a third-party claim that the Service, as provided by us and used per these Terms, infringes a US patent, copyright, or trademark, and will pay damages finally awarded or amounts we agree in settlement. This obligation does not apply to claims arising from Your Content, targets you submitted, modifications not made by us, combination with anything not supplied by us, or use after we tell you to stop. If the Service becomes subject to such a claim, we may procure the right to continue, modify it, or terminate the affected portion and refund prepaid, unused fees.
Process
The indemnified party must give prompt written notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement admitting fault or imposing obligations on the indemnified party may be made without its consent.
16. Limitation of Liability
To the fullest extent permitted by law:
No indirect damages
Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, lost or diminished search rankings, lost traffic, or loss of data, even if advised of the possibility.
Cap
Each party’s total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid or owed to us for the Service in the twelve months preceding the event giving rise to the claim, or (b) US $100.
Exclusions
These limits do not apply to your payment obligations, either party’s indemnification obligations under Section 15, your breach of Section 5 or 6, or liability that cannot be limited by law, including gross negligence, willful misconduct, or fraud.
Allocation of risk
You acknowledge that these limits are a fundamental basis of the bargain and that fees would be materially higher without them.
17. Confidentiality
Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). This includes your unpublished audit findings and our methodology, pricing, and rubrics.
The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to employees, contractors, and advisors bound by confidentiality obligations. Confidential Information does not include information that is public through no fault of the receiver, independently developed, or rightfully received from a third party. Disclosure compelled by law is permitted with prompt notice where legally allowed.
These obligations continue for three years after disclosure, and indefinitely for trade secrets.
18. Governing Law and Disputes
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
Informal resolution first
Before filing a claim, the parties will attempt in good faith to resolve the dispute for 30 days after written notice describing it, sent to info@strategent.app.
Venue
Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Sacramento County, California, and each party consents to personal jurisdiction and venue there.
No class actions
Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class or representative proceeding.
Injunctive relief
Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
Time limit
Any claim arising out of these Terms must be brought within one year after it accrues, or it is permanently barred, except where a longer period is required by law.
19. Third-Party Services and Data
The Service may integrate with or rely on third-party platforms, data providers, and AI model providers. Your use of a connected third-party service is governed by that provider’s terms. We are not responsible for third-party services, their availability, their data accuracy, or changes they make. If a third-party service becomes unavailable or changes materially, we may modify or discontinue the affected functionality.
20. General
Compliance and export
You represent that you are not subject to sanctions or located in an embargoed jurisdiction, and you agree to comply with applicable export control and sanctions laws.
Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages, natural disasters, war, labor disputes, and government action. This does not excuse payment obligations.
Assignment
You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets, with notice to us. We may assign these Terms to an affiliate or successor. Any other attempted assignment is void.
Independent contractors
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
Notices
Legal notices to us go to legal@strategent.com and to Gotham Ventures, LLC, 1401 21st St STE R, Sacramento, CA 95811. Notices to you go to the email or account address on file. Notices are effective on receipt, or two business days after sending by email absent a bounce.
Severability
If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain in effect.
No waiver
Failure to enforce a provision is not a waiver of the right to enforce it later.
Entire agreement
These Terms, together with the Privacy Policy and any signed MSA, SOW, DPA, or order form, are the entire agreement between the parties on this subject and supersede all prior discussions. Any purchase order terms you issue are of no effect.
21. Changes to These Terms
We may update these Terms. For material changes, we will provide at least 30 days’ notice by email or in-product notice before they take effect. Changes apply prospectively. Continued use after the effective date constitutes acceptance. If you do not agree to a material change affecting a paid subscription, you may terminate before it takes effect and receive a pro-rata refund of prepaid, unused fees. Terms in a signed SOW are not changed by this section.
22. Contact
Gotham Ventures, LLC (d/b/a Strategent)
Legal and contract inquiries: info@strategent.app
Security reports: info@strategent.app
We aim to acknowledge inquiries within 5 business days.