Agent Vendor Terms

This summary highlights key points for quick review. It is not a substitute for the full legal policy below.

These Agent Vendor Terms govern any autonomous or human-led marketing services delivered to FinSync LLC d/b/a Clarity ("Clarity"). Acceptance requires an affirmative clickwrap action (for example, checking an "I agree" box) in the vendor onboarding form or API flow.

Clarity may retain acceptance evidence, including timestamp, policy version, and submission context, as proof of assent.

These terms supplement our Terms of Service. If there is a conflict for vendor marketing work, these Agent Vendor Terms control.

• You are an independent contractor/vendor, not an employee, partner, or legal agent.
• You are responsible for your own taxes, benefits, labor obligations, and subcontractor compliance.
• You must provide and maintain your own equipment, software, and operating environment, except where Clarity provides limited access credentials or APIs solely for approved project use.
• Any Clarity API or tooling access is a revocable, non-transferable, limited license for the approved scope and term, not an entitlement or grant of ongoing access rights.
• The relationship is non-exclusive. You may perform services for others, provided you do not breach confidentiality, conflict, or legal obligations owed to Clarity.
• No authority is granted to bind Clarity contractually unless explicitly authorized in writing.

You must comply with all applicable laws, regulations, and platform policies, including:

• FTC truth-in-advertising and endorsement disclosure requirements.
• CAN-SPAM for commercial email.
• TCPA and carrier rules for text/SMS or calling campaigns.
• State privacy laws (including CCPA/CPRA where applicable).

Vendor is solely responsible for the factual accuracy of all outputs. Errors, "hallucinations," fabricated citations, or misleading claims generated by Vendor systems, agents, models, or operators constitute Vendor misconduct and may be treated as a material breach.

For SMS and email campaigns, Vendor must maintain a process capable of honoring revocation of consent through any reasonable means, including natural-language requests (for example, "please stop texting me"), not only keyword commands.

Prohibited conduct includes:

• False, misleading, or unsubstantiated claims.
• Impersonation, fake personas, fabricated testimonials, or deceptive social proof.
• Spam, purchased lists, unauthorized scraping, or bypassing platform safeguards.
• Unapproved financial, tax, legal, or regulated-advice claims.

• No paid media launch, outbound email/SMS campaign, or public content publication may occur without explicit Clarity approval.
• All required legal disclosures must be clear and conspicuous (for example, sponsored or affiliate relationships and AI-assisted content where required).
• For high-risk outbound channels, including SMS and email, Vendor must apply documented human-in-the-loop review and approval before campaign launch.
• Brand assets may be used only within approved guidelines and must be removed immediately upon request.

• Use only minimum data required for the approved campaign scope.
• Do not sell, share, or reuse Clarity data for unrelated purposes.
• Do not use Clarity data to train, fine-tune, evaluate, or improve any third-party or proprietary large language model or similar foundation model without Clarity's prior written consent.
• Promptly notify Clarity of any suspected security or privacy incident.
• Where personal data is processed on Clarity's behalf, vendor must sign applicable data processing terms.

For broader product security details, see Security and Privacy Policy.

• Unless otherwise agreed in writing, campaign deliverables created for Clarity are assigned to Clarity upon payment.
• Maintain records sufficient to substantiate claims, attribution, spend, and disclosures.
• On reasonable request, provide logs and source evidence related to services performed for Clarity.
• Audit rights include prompt logs, agent execution traces, model or workflow decision records, and other substantiation reasonably required to verify campaign conduct.

To the fullest extent permitted by law, Vendor shall defend, indemnify, and hold harmless Clarity and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, actions, investigations, damages, fines, penalties, settlements, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Vendor's services, content, systems, or personnel; (b) any allegation that Vendor deliverables, data practices, prompts, model outputs, or campaign conduct infringe or misappropriate intellectual property or other rights; (c) Vendor's violation of law, regulation, platform policy, or these terms; (d) unauthorized processing, disclosure, loss, or compromise of Clarity data; or (e) deceptive, misleading, unlawful, or noncompliant marketing activity, including AI-generated outputs.

Any contractual or policy-based limitation of liability shall not apply to Vendor's indemnity obligations for intellectual property infringement or misappropriation, confidentiality violations, privacy or security incidents, fraud, willful misconduct, or gross negligence. These obligations are uncapped unless prohibited by applicable law.

Clarity may suspend, restrict, or terminate access immediately for suspected compliance breaches, security risks, deceptive conduct, consent violations, or material reputational harm, without waiving any additional rights or remedies.

Sections 5 (Data Handling and Security), 6 (IP, Reporting, and Audit Rights), and 7 (Indemnity, Remedies, and Termination) survive termination or expiration of these terms for five (5) years, and longer to the extent required for unresolved claims or legal compliance.

Questions about these terms: legal@raintree.technology.