These Terms of Service ("Terms") govern the use of Allocent's services by the entity that has executed a Service Order or otherwise agreed to these Terms ("Client"). By signing a Service Order or accessing the Allocent platform, Client agrees to be bound by these Terms.
These Terms are entered into between Client and Vello Industry SAS, operating as Allocent ("Allocent," "we," "us," or "our").
Allocent provides investor relations infrastructure technology and managed services, which may include:
Website visitor de-anonymization (Reveal™), shareholder intelligence via NOBO and Transfer Agent analysis, Allocent Score™ investor scoring and prioritization, SEO and AEO distribution, and email activation through a white-labeled Sales Engagement Platform.
Intent signal intelligence (Signal™), collaborative creative strategy, research, and AI-assisted creative production (Activate™), and autonomous campaign optimization (Measure™) across Meta, Google, and LinkedIn.
The specific services included, fees, and contract term applicable to each Client are defined in the applicable Service Order. Allocent may update, improve, or modify the platform at any time, provided that material reductions in service are communicated to Clients in advance.
A one-time setup fee is due upon signing. This fee covers strategy development, narrative creation, initial creative concepts, and platform configuration. The setup fee is non-refundable.
Annual fees are invoiced in full at the start of each contract year and are due within 30 days of invoice. All service fees are non-refundable except as expressly stated in these Terms.
Ad spend is not included in service fees. Client is solely responsible for funding ad spend directly to the applicable advertising platforms (Meta, Google, LinkedIn) through their own platform accounts. Allocent does not receive, markup, or process ad spend on Client's behalf. A minimum ad spend level may be specified in the applicable Service Order.
Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Allocent reserves the right to suspend services for accounts more than 30 days past due.
The initial contract term is 12 months from the effective date stated in the applicable Service Order. After the initial term, the agreement automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.
Client agrees to:
Client retains ownership of all shareholder data, NOBO lists, Transfer Agent data, and investor contact data uploaded to or generated within Client's Allocent account.
Allocent retains ownership of all platform technology, scoring algorithms, identity resolution infrastructure, data pipelines, and aggregated and anonymized insights derived from platform usage. Allocent may use aggregated, anonymized, non-Client-identifiable data to operate, improve, and develop its services.
Allocent does not sell Client data to third parties.
Allocent retains all intellectual property rights in the platform and its components, including Reveal™, Allocent Score™, Signal™, Activate™, Measure™, and all related technology, algorithms, software, and infrastructure. Nothing in these Terms transfers any Allocent IP to Client.
Client receives a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the platform during the contract term, solely for Client's own internal IR and investor communications purposes.
Allocent is a technology and managed services platform. Nothing provided by Allocent — including investor scoring, demand intelligence, shareholder analysis, advertising content, or email copy — constitutes investment advice, legal advice, or securities advice of any kind.
Client is solely responsible for ensuring that all investor communications made through or assisted by the platform comply with applicable securities laws, including Regulation FD, SEC disclosure requirements, and any applicable exchange rules. Allocent is not a registered investment adviser, broker-dealer, or securities professional.
Allocent does not guarantee any investment outcomes, changes in share price, trading volume, investor meeting conversion rates, or capital raising results. Allocent builds and measures investor demand infrastructure. Market conditions, investor behavior, macroeconomic factors, and investment decisions are outside Allocent's control and are not within the scope of the services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALLOCENT'S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ALLOCENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL ALLOCENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES — EVEN IF ALLOCENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Client agrees to indemnify, defend, and hold harmless Allocent and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Each party agrees to keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party in connection with these Terms ("Confidential Information"), and to use such information only for the purposes of this agreement.
This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives reasonable prior notice to the disclosing party.
Allocent's services are provided under binding 12-month agreements. There is no termination for convenience — Client may not exit the contract early. Client remains fully obligated for all fees for the entire contract term regardless of usage, personnel changes, or changes in Client's business circumstances. No refunds are provided under any circumstances.
Either party may terminate if the other materially breaches these Terms and fails to cure the breach within 30 days of written notice specifying the breach in reasonable detail.
Upon termination, Client's license to use the platform immediately ceases. Allocent will provide Client with a reasonable opportunity (not less than 30 days) to export Client data. After that period, Allocent may delete Client data from its systems. Provisions that by their nature should survive termination — including payment obligations, IP, limitation of liability, indemnification, and confidentiality — will survive.
These Terms are governed by the laws of the State of New York, United States, without regard to its conflict of law principles.
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association (AAA) under the ICDR International Arbitration Rules. The seat of arbitration shall be Miami, Florida, United States. The language of the arbitration shall be English. The number of arbitrators shall be one (1) for disputes involving claims under $500,000 USD, and three (3) for disputes involving claims of $500,000 USD or more. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the conclusion of arbitration.
These Terms, together with any applicable Service Order, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and representations, whether written or oral.
Allocent may update these Terms from time to time. Material changes will be communicated to active Clients with at least 30 days' written notice. Continued use of the platform after the effective date of updated Terms constitutes acceptance of the changes.
Questions about these Terms: legal@allocent.ai