Convosphere Client Portal User Agreement

Effective Date: 27 July 2026 Provider: Convosphere

This Client Portal User Agreement governs Client’s access to and use of the Convosphere Client Portal, including any dashboards, workspaces, large language model prompts, prompt libraries, templates, workflows, data tools, analytical outputs, reports, and related services made available through the portal.

By accessing or using the portal, Client agrees to be bound by this Agreement.

1. Purpose of the Portal

The Convosphere Client Portal is designed to support social intelligence, research, analytics, reporting, and related client services. The portal may include access to proprietary Convosphere prompts, prompt frameworks, AI-enabled workflows, data inputs, uploaded materials, third-party platform data, API-connected data, notes, summaries, analyses, and generated outputs.

The portal is provided for Client’s internal business use only, unless otherwise agreed in writing.

2. Definitions

“Portal” means the Convosphere Client Portal and any related tools, dashboards, user interfaces, prompt libraries, AI workflows, documentation, reporting areas, or client workspaces.

“Client Data” means any data, files, text, documents, social media data, metadata, exports, research materials, uploaded materials, API-connected data, comments, posts, images, links, notes, instructions, or other materials provided by Client, uploaded by Client, connected by Client, or made available to the Portal on Client’s behalf.

“Third-Party Platform Data” means any data or content sourced from or relating to third-party platforms, including but not limited to social media platforms, review sites, forums, data providers, analytics tools, APIs, or other external systems.

“Convosphere Materials” means the Portal, prompt libraries, prompts, prompt structures, AI workflows, methodologies, templates, taxonomies, scoring systems, analysis frameworks, software, documentation, visual structures, report formats, know-how, and other materials created, owned, licensed, or developed by Convosphere.

“Outputs” means any summaries, classifications, insights, recommendations, reports, drafts, charts, analyses, or other materials generated through use of the Portal, including through AI-assisted workflows.

3. Access and Authorized Users

Convosphere may provide Client with access to the Portal for use by authorized employees, contractors, or representatives approved by Client and, where applicable, by Convosphere.

Client is responsible for all activity conducted through its accounts and authorized users. Client agrees to ensure that all users comply with this Agreement and any applicable portal usage instructions, confidentiality obligations, data restrictions, and security requirements.

Client may not share login credentials, provide unauthorized access to the Portal, or permit use of the Portal by anyone who is not authorized.

4. Client Responsibility for Data

Client is solely responsible for all Client Data submitted, uploaded, connected, imported, transmitted, or otherwise made available to the Portal.

Client represents and warrants that:

• Client has all rights, permissions, licenses, consents, and legal authority necessary to provide, upload, connect, access, process, and use the Client Data in connection with the Portal.
• Client Data does not violate any applicable law, regulation, contractual obligation, confidentiality obligation, intellectual property right, privacy right, publicity right, platform term, or third-party right.
• Client Data has been collected, accessed, exported, shared, and used in compliance with all applicable laws, privacy obligations, data protection requirements, and third-party platform terms and conditions.
• Client will not upload or connect data that Client is not authorized to use.
• Client will not use the Portal to process unlawful, infringing, misleading, harmful, confidential, restricted, sensitive, or regulated data unless expressly approved in writing and subject to appropriate safeguards.

Convosphere is not responsible for verifying the legality, accuracy, completeness, provenance, permissions, licenses, or compliance status of Client Data.

5. Third-Party Platform Terms and Conditions

Client acknowledges that data made available through the Portal may originate from or relate to third-party platforms, APIs, data providers, social media services, or other external sources.

Client is solely responsible for ensuring that all Third-Party Platform Data used in connection with the Portal complies with the applicable terms and conditions, developer policies, API terms, data use policies, scraping restrictions, privacy requirements, redistribution limits, and contractual obligations of each relevant third-party platform or data provider.

Client agrees not to use the Portal in a way that causes Convosphere to violate, or appear to violate, any third-party platform terms, API terms, licensing rules, data access restrictions, or data usage limitations.

Convosphere does not warrant that any Client Data or Third-Party Platform Data provided by Client or connected on Client’s behalf is permissible for Client’s intended use.

Connected and uploaded sources may include social listening and media-monitoring providers such as Talkwalker, Exorde, YouScan, and Truescope. Certain metrics supplied by these sources — including audience or reach figures and advertising value equivalent (AVE) — are the provider’s own estimates, are provided to Client without verification or warranty by Convosphere, and should not be treated as measured results.

6. No Responsibility for Incoming Data

Convosphere is not responsible for the content, source, legality, accuracy, quality, completeness, timeliness, reliability, or compliance of any Client Data or Third-Party Platform Data that enters the Portal through APIs, uploads, exports, integrations, manual input, or other transfer methods.

Client acknowledges that Convosphere does not control the original source systems, third-party platforms, data providers, API permissions, platform rule changes, or the content of data supplied by Client or third parties.

Convosphere may remove, restrict, suspend, or refuse to process any data that Convosphere reasonably believes may violate this Agreement, applicable law, third-party terms, intellectual property rights, privacy rights, or security requirements.

7. Ownership of Client Data

As between Client and Convosphere, Client retains ownership of Client Data.

Client grants Convosphere a limited, non-exclusive, worldwide, royalty-free license to access, host, process, transmit, analyze, transform, display, reproduce, and use Client Data solely as necessary to provide the Portal, perform services, generate Outputs, maintain security, troubleshoot issues, improve agreed workflows, and fulfill Convosphere’s obligations to Client.

Unless otherwise agreed in writing, Convosphere will not sell Client Data.

8. Ownership of Convosphere Prompts and Portal IP

All Convosphere Materials are and remain the exclusive property of Convosphere or its licensors.

This includes, without limitation:

• LLM prompts;
• prompt libraries;
• prompt sequences;
• prompt architecture;
• system instructions;
• AI workflows;
• analysis frameworks;
• methodologies;
• taxonomies;
• scoring models;
• classification approaches;
• report templates;
• portal design;
• user interface elements;
• dashboards;
• documentation;
• training materials;
• software;
• know-how;
• process logic; and
• any improvements, modifications, derivatives, or enhancements to the foregoing.

Client receives only a limited, revocable, non-exclusive, non-transferable right to access and use the Convosphere Materials through the Portal during the applicable term and solely for Client’s internal business purposes.

No rights are granted to Client except as expressly stated in this Agreement.

9. Restrictions on Use of Prompts and Convosphere Materials

Client may not, directly or indirectly:

• Copy, export, reproduce, distribute, disclose, publish, resell, sublicense, or otherwise make available any Convosphere prompt, prompt library, workflow, framework, or methodology.
• Reverse engineer, deconstruct, extract, scrape, recreate, benchmark, or attempt to derive the underlying structure of Convosphere prompts, workflows, models, taxonomies, scoring systems, or methodologies.
• Use Convosphere prompts or workflows to build, train, fine-tune, develop, improve, or commercialize a competing product, service, platform, prompt library, AI tool, or analytics offering.
• Share Convosphere Materials with any third party without Convosphere’s prior written consent.
• Remove proprietary notices, confidentiality labels, copyright notices, or other ownership markings.
• Use the Portal for unlawful, deceptive, infringing, harmful, abusive, or unauthorized purposes.

Client agrees that Convosphere prompts and related AI workflows are proprietary trade secrets and confidential information of Convosphere.

10. Outputs and AI-Generated Materials

The Portal may generate Outputs using AI-assisted tools, large language models, automated classification systems, or other analytical workflows.

Client acknowledges that AI-generated Outputs may contain errors, omissions, inaccuracies, hallucinations, outdated information, incomplete classifications, or interpretations that require human review.

Outputs are provided for research, analytical, and informational purposes only. Client is responsible for reviewing, validating, approving, and determining whether any Output is suitable for Client’s intended use.

Convosphere does not guarantee that any Output will be accurate, complete, non-infringing, error-free, legally compliant, or suitable for a particular purpose.

Unless otherwise agreed in writing, Client may use final Outputs delivered to Client for its internal business purposes, subject to this Agreement, applicable law, third-party data restrictions, and any limitations in the applicable statement of work.

To generate Outputs, the Portal processes Client Data using third-party artificial-intelligence services, including large language models operated by providers such as Anthropic, OpenAI, and Google, and, where applicable, automated image-recognition tags supplied by the source data. Client Data submitted for analysis may be transmitted to these third-party services for processing. Visual and other AI-derived signals are directional and require human review; the Portal reads image-recognition tags produced by the source and does not fetch or store the underlying images.

11. Confidentiality

Each party may receive confidential or proprietary information from the other party in connection with the Portal.

Confidential information includes non-public business information, Client Data, Convosphere Materials, prompts, workflows, methodologies, pricing, product information, technical information, research plans, strategic materials, and any other information that should reasonably be understood to be confidential.

Each party agrees to protect the other party’s confidential information using at least reasonable care and not to disclose it except as necessary to perform obligations under this Agreement or as required by law.

Client agrees that Convosphere prompts, prompt libraries, prompt structures, AI workflows, methodologies, and Portal functionality are confidential information of Convosphere, whether or not marked confidential.

12. Data Protection and Privacy

Client is responsible for determining whether Client Data includes personal data, sensitive data, regulated data, confidential data, children’s data, health data, financial data, or other protected information.

Client agrees not to upload or connect sensitive, regulated, or restricted personal data unless expressly authorized in writing by Convosphere and subject to an appropriate data processing agreement or other required legal terms.

Where required by applicable law, the parties will enter into a separate data processing agreement addressing roles, processing instructions, security measures, subprocessors, data subject rights, international transfers, deletion, and other legally required terms.

Client is responsible for providing all notices, obtaining all consents, and maintaining all legal bases necessary for the collection, processing, transfer, and use of Client Data.

The Portal may send emails on Client’s behalf — for example, account and password-reset messages and, at a user’s request, data-quality exclusion rules sent to a brand or project team. Client is responsible for ensuring that any email addresses it saves or supplies belong to authorized recipients, and for the use of any information contained in those messages.

13. Security

Convosphere will use commercially reasonable administrative, technical, and organizational safeguards designed to protect the Portal and Client Data against unauthorized access, loss, misuse, or disclosure.

Client is responsible for maintaining the confidentiality of credentials, managing authorized users, enforcing internal access controls, and promptly notifying Convosphere of any suspected unauthorized access or security incident involving the Portal.

No system is completely secure, and Convosphere does not guarantee that unauthorized access, data loss, or security incidents will never occur.

14. Third-Party Services and APIs

The Portal may rely on or interoperate with third-party services, APIs, models, data providers, hosting providers, analytics tools, or software systems.

Convosphere is not responsible for third-party service availability, performance, errors, outages, data restrictions, changes to APIs, platform rule changes, model behavior, or third-party terms.

Client acknowledges that access to certain data, integrations, or features may be limited, suspended, changed, or discontinued due to third-party platform decisions, API changes, legal restrictions, pricing changes, or availability issues.

15. Acceptable Use

Client may not use the Portal to:

• Violate any law, regulation, contract, platform term, or third-party right.
• Upload or process data obtained without proper authorization.
• Circumvent third-party platform restrictions or data access controls.
• Infringe intellectual property, privacy, publicity, confidentiality, or other rights.
• Generate unlawful, harmful, deceptive, defamatory, discriminatory, or misleading content.
• Attempt to gain unauthorized access to systems, accounts, data, prompts, workflows, or Portal functionality.
• Interfere with the security, integrity, or performance of the Portal.
• Use the Portal to develop a competing product, service, platform, prompt library, AI workflow, or analytics methodology.

16. Indemnification

Client agrees to defend, indemnify, and hold harmless Convosphere and its officers, directors, employees, contractors, affiliates, and representatives from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:

• Client Data;
• Client’s use of Third-Party Platform Data;
• Client’s violation of third-party platform terms, API terms, data provider terms, or licensing obligations;
• Client’s violation of applicable law or regulation;
• Client’s infringement or alleged infringement of third-party intellectual property, privacy, publicity, confidentiality, or data protection rights;
• Client’s unauthorized use, disclosure, copying, or distribution of Convosphere Materials; or
• Client’s breach of this Agreement.

17. Disclaimers

The Portal, Convosphere Materials, AI workflows, and Outputs are provided “as is” and “as available,” unless otherwise stated in a written agreement.

To the maximum extent permitted by law, Convosphere disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of accuracy, completeness, reliability, merchantability, fitness for a particular purpose, non-infringement, availability, and error-free operation.

Convosphere does not warrant that the Portal will be uninterrupted, secure, error-free, or compatible with all third-party systems, APIs, platforms, or data sources.

Convosphere does not warrant that any data entering the Portal is lawful, authorized, accurate, complete, current, or compliant with third-party terms.

18. Limitation of Liability

To the maximum extent permitted by law, Convosphere will not be liable for any indirect, incidental, consequential, special, punitive, exemplary, or lost-profit damages, including loss of data, loss of business, loss of goodwill, reputational harm, or business interruption, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Convosphere’s total aggregate liability arising out of or relating to this Agreement, the Portal, Convosphere Materials, Client Data, Third-Party Platform Data, or Outputs will not exceed the fees paid by Client to Convosphere for the Portal or related services during the twelve months preceding the event giving rise to the claim.

The limitations in this section apply regardless of the theory of liability, including contract, tort, negligence, strict liability, warranty, statute, or otherwise.

19. Suspension and Termination

Convosphere may suspend or terminate Client’s access to the Portal if Convosphere reasonably believes that Client or any authorized user has:

• breached this Agreement;
• created a security, legal, privacy, or compliance risk;
• uploaded or connected unauthorized or unlawful data;
• violated third-party platform terms;
• misused Convosphere prompts, workflows, or Portal functionality; or
• failed to pay applicable fees.

Upon termination, Client’s right to access the Portal will cease. Convosphere may delete or return Client Data in accordance with the applicable statement of work, data processing agreement, retention policy, or written agreement between the parties.

Sections relating to intellectual property, confidentiality, data responsibility, disclaimers, indemnification, limitation of liability, and restrictions on use will survive termination.

20. Feedback

If Client provides suggestions, ideas, improvements, comments, or feedback regarding the Portal, prompts, workflows, methodologies, or Convosphere Materials, Client grants Convosphere a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, commercialize, and otherwise exploit such feedback without restriction or compensation.

Feedback does not transfer ownership of Client Data to Convosphere.

21. Changes to the Portal or Agreement

Convosphere may update the Portal, features, workflows, prompts, integrations, or documentation from time to time.

Convosphere may update this Agreement by providing notice or posting the updated terms. Continued use of the Portal after the effective date of updated terms constitutes acceptance of the updated Agreement.

22. Order of Precedence

If there is a conflict between this Agreement and a signed statement of work, master services agreement, data processing agreement, or other written agreement between the parties, the signed written agreement will control to the extent of the conflict.

23. Governing Law

This Agreement will be governed by the laws of the State of New York, without regard to conflict of law principles.

The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, unless otherwise agreed in writing.

24. Contact

Questions about this Agreement or the Portal may be directed to:

Convosphere support@convosphere.com