Terms of Service

These Terms of Service (the “Terms”) are the agreement between you and BETTERGROUP HOLDING INC, the operator of Patricia (“Patricia”, “we”, “us”, “our”), for your use of the Patricia service. Patricia's registered office is 1111B S Governors Ave, STE 37790, Dover, Delaware 19904, United States.

These Terms are the Principal Agreement referred to in our Data Processing Agreement. The DPA, the Privacy Policy, and the subprocessors list form part of these Terms and are incorporated by reference.

By creating an account, signing in, or using the service, you accept these Terms. If you do not accept them, do not use the service. If you accept them for an organization, you confirm you are authorized to bind that organization, and “you” means that organization.

Change in version 1.1. This version replaces the Terms published on July 30, 2026, and rewrites them into numbered sections so the DPA can cite them. Four changes are worth naming because they change what each of us owes the other. The liability cap in section 16 is now six months of fees and applies to both of us, where the previous text capped only our liability at twelve months. That cap is shared with the DPA rather than repeated in it. Section 15 now gives you an intellectual-property indemnity from us, where the previous text gave none. Section 18 states where a dispute is heard. Read those sections rather than relying on this summary.

1. Definitions

• Service means Patricia, including the assistant that works in your messaging workspace, the dashboard, the API, and anything we make available as part of it.
• Account means the workspace you create with us and the users you add to it.
• Your Content means everything you or your users send to the Service or connect to it, including briefs, messages, files, brand assets, client materials, and data pulled from the tools you connect.
• Output means the work the Service produces for you, such as copy, images, video, documents, analysis, and messages.
• Connected Tool means a third-party service you authorize the Service to reach on your behalf, such as a messaging workspace, an ad platform, or a CRM.
• Credits means the usage units the Service meters work against, as described on our pricing page.

2. The Service

Patricia is an AI teammate for marketing teams. She works inside the messaging workspace you invite her to, takes on briefs, and produces marketing work. She can also act in the Connected Tools you authorize, within the scopes you grant.

We may change, add, or remove features. We will not make a change that materially reduces the core function of the Service during a paid month without telling you first. Features described as beta, preview, or early access are provided as they are, may change without notice, and may be withdrawn.

3. Your account

You are responsible for the accuracy of your account details, for keeping sign-in credentials secure, and for everything done under your Account, including by the users you invite.

The Account owner controls roles and permissions. Owners, admins, members, and viewers can do different things, and approval rights follow the role. You decide who holds each role, and you are responsible for that choice.

Tell us promptly at access@patricia.app if you believe an account has been accessed without permission. That is the same mailbox the security commitments page gives.

4. Acceptable use

You may not use the Service to:

• Break the law, or help someone else break it.
• Infringe anyone's intellectual property, privacy, publicity, or contractual rights.
• Send unsolicited bulk messages, or run campaigns that breach the rules of the platform they run on.
• Produce or distribute content that is unlawful, deceptive in a way that causes harm, harassing, hateful, or sexual content involving minors.
• Create content that impersonates a real person or organization in a way designed to mislead, or that presents fabricated records or endorsements as genuine.
• Upload malware, probe or attack our systems, bypass rate limits or spend caps, or interfere with anyone else's use of the Service.
• Reverse engineer the Service, resell it, or use it to build a competing product, except where that restriction is not enforceable under applicable law.
• Use the Service to make decisions that produce legal or similarly significant effects about a person without meaningful human review.

Security research is welcome under our responsible disclosure terms. Testing that touches another customer's data is not.

If your use breaks these rules, creates a risk to other customers, or exposes us to legal risk, we may suspend the Account or the specific feature. We will use the least disruptive step that resolves the problem, and we will tell you why unless the law stops us.

5. Your Content

Your Content stays yours. We claim no ownership of it. You grant us a non-exclusive, worldwide licence to host, store, transmit, and process Your Content, and to display it back to your users, only as needed to run the Service for you and to support you. The licence is sublicensable to the subprocessors listed on the subprocessors page, and only so they can perform their part of the Service. It grants nothing beyond that.

You confirm you have the rights needed for Your Content, including for client material you upload on a client's behalf, and that our processing of it under these Terms will not breach anyone else's rights.

We do not train models on Your Content. We use our model providers on API terms under which inputs and outputs are not used to train their models, and we never use Your Content to train or improve any model served to another customer. What Patricia learns from your feedback stays inside your Account. This commitment is contractual and is written into section 2.4 of the DPA.

6. Output, and what you are responsible for

As between you and us, you own the Output the Service produces for you, to the extent it can be owned. We assign to you whatever rights we hold in it.

Output is generated by AI models. It can be wrong, out of date, or similar to output produced for someone else, and it is not legal, financial, medical, or tax advice. Review Output before you publish it, send it to a client, or act on it. You are responsible for what you publish, and for meeting any disclosure rules that apply to AI-assisted content in your market.

Patricia asks for approval before higher-risk actions such as sending an external message, changing an integration, or spending past your cap. An approval is a decision by your team. Once someone with the right role approves an action, you are responsible for it.

7. Connected Tools

Connecting a tool gives the Service an authorization to act in it on your behalf, inside the scopes you grant. You can see every use in the audit log and end the access at any time by disconnecting the tool in the dashboard.

Connected Tools are run by third parties, not by us. Your use of them stays governed by their own terms and privacy policies, and we are not responsible for their availability, their changes, or their acts. If a Connected Tool changes or withdraws its access, the related feature may stop working.

8. Fees, credits, and billing

The plan, the price, and the credit rates are the ones published on our pricing page or set out in the order you sign, and they apply from the date you subscribe. Work is metered in Credits. Plans renew monthly until you cancel.

• Subscription fees are charged for each billing period. Credit top-ups are charged when you buy them.
• Fees are exclusive of taxes. You pay any sales, use, VAT, or similar taxes, other than taxes on our income.
• A spend cap is on by default. Work that would take the Account past the cap waits for the owner.
• Credits do not expire. Unused monthly credits roll over, and credits you buy as a top-up keep their value for as long as the Account is open. This is the promise on the pricing page and it holds under these Terms.
• If a payment fails, we may suspend the Account after telling you and giving you a chance to fix it.

Price changes. We may change the price or the credit rates. We will give reasonable notice before a change affects a period you have already paid for, and existing founding workspaces hear about it first and have time to decide before it applies to them. An unused credit balance keeps the value you paid for it.

Refunds. Except where the law requires otherwise, and except for the refund section 15 provides if we withdraw the Service after an infringement claim, fees already paid are not refundable, including for the remainder of a month you cancel in. Cancelling stops the next charge rather than reversing the last one.

9. Free credits and trials

We may offer free credits or a trial. They are for evaluating the Service, are provided as they are, may be limited or withdrawn, and carry no service commitment. Anything you create during a trial stays subject to these Terms.

10. Term, cancellation, and termination

These Terms run for as long as you use the Service. You can cancel at any time from the dashboard, effective at the end of the current billing month. There is no lock-in.

We may terminate these Terms or an Account for a material breach that is not fixed within a reasonable cure period after notice, immediately for a breach of section 4 that causes serious risk or harm, or on notice if we stop offering the Service.

On termination, your right to use the Service ends. We delete or return Your Content and your account data within 30 days of your request, as set out in the DPA and the Privacy Policy, keeping only what the law requires us to keep. We keep the append-only audit log as an integrity record: it holds who did what and when, not the substance of Your Content. Export what you need before you cancel.

Sections that by their nature should survive do survive, including sections 5, 6, 11, 12, 13, 14, 15, 16, 18, and 19.

11. Our intellectual property

We own the Service, our software, our models and prompts, our brand, and everything we build to deliver it. These Terms grant you a right to use the Service, not to own any part of it. You may not use our name or logo without our permission, except to state factually that you use Patricia.

If you send us feedback or suggestions, we may use them without obligation or payment to you. Feedback is not confidential, so do not include anything you need us to keep confidential.

12. Confidentiality

Each party may receive information the other treats as confidential. Each party will use the other's confidential information only to perform these Terms, protect it with at least reasonable care, and not disclose it except to people who need it and are bound by similar obligations. This does not cover information that is public, already known, independently developed, or lawfully received from someone else. A party may disclose confidential information where the law requires it, after telling the other party where it is allowed to.

Your Content is your confidential information.

13. Data protection and security

For personal data you send to the Service, you are the controller and we are the processor. Where you are yourself a processor for someone else, for example for a client whose data you bring in, we act as your subprocessor and the same obligations apply. The terms are in the DPA, which takes effect when you accept it or these Terms, whichever is earlier. Our own processing as a controller is described in the Privacy Policy.

Data-subject requests follow the roles. A request about personal data in your workspace is yours to answer, because you are its controller. If a data subject writes to us about it, we refer them to you or forward the request, and we help you answer it, as set out in section 5.1 of the DPA. A request about the data we hold as controller, meaning your account, billing, and website data, goes to privacy@patricia.app.

The controls behind all of this are described on the security commitments page. That page explains; Annex II of the DPA is the contractual list of technical and organisational measures, it is a different and shorter list, and it governs where the two read differently. Providers that process personal data on your behalf are named on the subprocessors page, and we give at least 14 days' notice before adding or replacing one.

14. Warranties and disclaimers

Each party confirms it has the authority to enter into these Terms. We will provide the Service with reasonable skill and care.

Beyond that, and to the fullest extent the law allows, the Service is provided as it is. We do not warrant that it will be uninterrupted or error free, that Output will be accurate, original, or fit for a particular purpose, or that it will meet a regulatory requirement that applies to you. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

There is no service level on the published plan. The pricing page already says so: negotiated SLA terms come with a custom plan, agreed in an order form. Without one, the Service carries no uptime commitment, no support response time, and no service credits.

15. Indemnity

You indemnify us. You will defend us against third-party claims arising from Your Content, from your use of the Service in breach of section 4, or from Output you published, and pay the damages and costs finally awarded. We will tell you about the claim promptly, give you control of the defence, and give you reasonable help at your cost. You may not settle a claim in a way that admits fault on our part without our consent.

We indemnify you. We will defend you against a third-party claim that the Service, as we supply it and as you use it under these Terms, infringes that third party's patent, copyright, trademark, or trade secret, and pay the damages and costs finally awarded against you on that claim. You will tell us about the claim promptly, give us control of the defence, and give us reasonable help at our cost. We may not settle a claim in a way that admits fault on your part without your consent.

What our indemnity does not cover. It does not apply to a claim arising from Your Content; from Output, which the Service generates from what you ask it for; from your use of the Service in breach of these Terms or after we asked you to stop; from a Connected Tool or anything else we did not supply, including a combination of the Service with it, where the claim would not have arisen without that combination; or from a modification of the Service that we did not make.

What we may do instead. If a claim like that is made or we reasonably expect one, we may obtain the right for you to keep using the Service, change it so it no longer infringes while keeping it materially as capable, or, if neither is reasonably available to us, end the affected part of the Service on notice and refund the fees you prepaid for the part of the term you no longer get. That is the whole of what we owe you for an infringement claim, alongside the defence and the amounts above.

16. Limitation of liability

16.1 Liability that is never limited. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

16.2 Excluded types of loss. To the fullest extent the law allows, and except as stated in sections 16.1 and 16.4(b), neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business, lost data, or lost goodwill, however caused and on any theory of liability, even if the party was told those losses were possible, and even if a limited remedy is found to have failed of its essential purpose.

16.3 The cap. Except as stated in sections 16.1 and 16.4(a), each party's total liability to the other, in aggregate for all claims arising out of or relating to these Terms and the documents they incorporate, including the DPA, whether the claim is in contract, tort (including negligence), breach of statutory duty, or any other theory, will not exceed the total fees paid or payable by you for the Service in respect of the six months immediately before the first event giving rise to the earliest of those claims.

How that is counted. Fees count towards the period they cover, not the date they were invoiced or paid, so fees prepaid for a longer period are spread across it and an amount you paid for credits counts for the period in which those credits were used. The figure excludes taxes, refunds, and credits we issued that you have not used. “Payable” means an amount we have invoiced that is due, and does not include fees for a future period. Where a claim arises from a continuing or repeated act or omission, the six months run back from the first act or omission you knew about or should reasonably have known about. Our billing records are evidence of the figure, and we will produce them to you on request.

One cap, not several. That is a single aggregate cap per party across all of those documents together, not a separate cap under each. Bringing more than one claim does not raise it, and claims brought by you, your affiliates, your users, and anyone claiming through you count together against the same cap. If an order form states a different cap, that cap replaces this one for the claims it covers and is not added to it.

16.4 What the cap does not cover.

(a) The cap in section 16.3 does not apply to: your obligation to pay fees due for the Service; your indemnification obligations under section 15; your breach of section 4 (acceptable use) or section 11 (our intellectual property); either party's gross negligence or willful misconduct, as finally determined by a court, and not merely as alleged; or liability under the Standard Contractual Clauses or the UK Addendum incorporated into the DPA, which is governed by their own terms.

In this section, gross negligence means a reckless disregard of, or an extreme departure from, the standard of care a reasonable provider of the Service would use, and willful misconduct means an intentional act or omission committed in the knowledge that it was likely to cause harm. Neither term covers ordinary negligence, however a claim describes it.

(b) The exclusions in section 16.2 continue to apply to each of the matters in section 16.4(a), except that they do not limit amounts a party must pay to a third party under an indemnity in section 15. Nothing in section 16.4 limits section 16.1.

(c) Any indemnity we give you under section 15 remains subject to the cap in section 16.3.

16.5 How these limits apply. Sections 16.2 and 16.3 apply to both parties, subject to the carve-outs in section 16.4. Some of those carve-outs apply only to you, because only you owe the obligations they cover. These limits are a material part of the bargain and are reflected in the fees charged for the Service.

16.6 Claims between us only. This section governs claims between you and us. Nothing in it limits, excludes, or purports to allocate any liability either of us owes directly to a data subject under Article 82 of the GDPR or its equivalent, any liability under the Standard Contractual Clauses incorporated into the DPA, which prevail over this section where they differ, or any liability to a supervisory authority.

17. Changes to these Terms

We may change these Terms. We will post the new version on this page with a new version number and date, and for a material change we will tell Account owners by email or in the product before it takes effect. Continuing to use the Service after that means you accept the change. If you do not accept it, cancel before it takes effect.

18. Governing law and disputes

These Terms are governed by the laws of the State of Delaware and the applicable federal laws of the United States, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Where a dispute is heard. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms. Each party consents to that jurisdiction and will not object to it as an inconvenient forum. Either party may still ask any court with jurisdiction for an injunction to stop a misuse of its confidential information or intellectual property.

This section does not take away a right you have under the mandatory law of your own country to bring proceedings there, where that law gives you one. Clause 18 of the Standard Contractual Clauses incorporated into the DPA chooses its own forum for claims under those clauses, and it governs them.

19. General

• Entire agreement. These Terms, with the documents they incorporate, are the whole agreement between us about the Service and replace anything said before. An order form signed by both parties prevails where it conflicts.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor of its business or assets on notice.
• Severability. If a term is unenforceable, the rest stays in force.
• No waiver. Not enforcing a term once does not waive it.
• No agency. These Terms create no partnership, agency, or employment relationship.
• Force majeure. Neither party is liable for a failure caused by something outside its reasonable control, other than a failure to pay.
• Notices to you go to the email on the Account. Notices to us go to BETTERGROUP HOLDING INC, 1111B S Governors Ave, STE 37790, Dover, Delaware 19904, United States.

20. Contact

Questions about these Terms, or a request for a countersigned agreement, go to access@patricia.app. Privacy questions and data-subject requests go to privacy@patricia.app.