Terms of Service

1. Acceptance of terms

By accessing or using CriterionIQ (the "Service"), operated by Last Best Digital LLC ("CriterionIQ," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). Users representing organizations must have authority to bind that entity. Non-acceptance means no service use permitted.

2. Description of service

The platform provides a cross-channel marketing intelligence, execution, and signal platform that provides AI-synthesized performance analysis, campaign building tools, tracking infrastructure, ad creative analysis, and related features for paid and organic advertising with evolving capabilities.

3. Accounts and access

You will keep your account information accurate and current. You are responsible for all activity under your account and for the confidentiality of your credentials, and you will notify us promptly if you believe an account has been compromised. You must be at least 18 years old and have the legal capacity to contract. CriterionIQ may suspend or terminate an account for violation of these Terms or where it reasonably believes the account presents a security risk.

4. Authorized use

You will use the Service only for lawful business purposes. You will not: connect an advertising account you are not authorized to connect; engage in deceptive advertising; violate the terms or policies of a connected platform; use platform API data beyond that platform's developer terms; use the Service, its outputs, or information about its operation to develop, train, or market a product or service competitive with the Service; scrape data without authorization; reverse engineer CriterionIQ systems; resell or sublicense access to the Service itself; disrupt or overload the Service; transmit malware; or transmit special-category or sensitive personal data (such as health information, precise geolocation, government-issued identification numbers, or biometric data) through the Service's tracking or identity features, except as separately agreed in writing.

5. Your data and content

You retain ownership of all connected data, creative assets, and content you upload ("Your Content"). CriterionIQ receives a limited, non-exclusive license to access, process, and display Your Content to provide the Service to you. You represent that you hold the rights and permissions necessary for every account and data source you connect.

CriterionIQ may create and use aggregated and de-identified data derived from use of the Service to operate, secure, analyze, and improve the Service, to produce benchmarks and industry analysis, and to develop new features. CriterionIQ will not attempt to re-identify that data, will not use it to train or improve any third-party or foundation model outside its control, and will not publish it in a form that identifies you or any individual. This right is granted directly under these Terms, applies to all customers including those on free plans, and is described further in Section 2.3(d) of the Data Processing Agreement.

If you are a business customer and personal data is processed through the Service on your behalf, our Data Processing Agreement governs that processing, is incorporated into these Terms, and controls in the event of a conflict with these Terms regarding the processing of personal data.

6. Intellectual property

CriterionIQ and its licensors own all right, title, and interest in the Service, including its software, models, methodologies, interfaces, benchmarks, templates, and branding. You receive only the limited right to use the Service set out in these Terms. Ownership of the reports and analyses the Service generates from your data is addressed in Section 18.5.

You grant CriterionIQ a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate into the Service any feedback, suggestions, or ideas you provide, without obligation or compensation.

7. Third-party integrations and platform compliance

Integrations with Meta, TikTok, and Google use official APIs exclusively. Third-party platform terms govern usage and take precedence where applicable. Platform API data serves only authorized service provision purposes. CriterionIQ neither builds competing models using platform data nor transfers it to unauthorized recipients. Platform API access revocation may limit or eliminate related features.

Where the Service transmits your data to a connected advertising platform at your instruction (for example, via a Conversions API integration), that platform processes the data under its own terms as an independent or joint controller, not as our subprocessor. You are responsible for accepting each such platform's applicable business/data terms and for having a lawful basis to share data with it. See the Data Processing Agreement for detail.

8. AI-generated content

The Service uses AI models to generate performance briefs, creative analyses, recommendations, and other outputs ("AI Outputs"). These outputs provide information only and do not constitute financial, legal, or advertising guidance. You must independently verify outputs before acting on them. Accuracy, completeness, and fitness guarantees are disclaimed. Section 18 governs the accuracy of measurement generally, and Section 18.5 governs ownership of AI Outputs.

See our AI Policy for detail on which AI providers we use, what data is sent to them, and how outputs are generated and retained.

9. Fees, term, and renewal

9.1 Plans and Order Forms. CriterionIQ offers the Service on published self-service plans and, for certain customers, under a written Order Form. Where an Order Form exists, it controls over this Section for the subscription it covers. Where none exists, the plan you select at signup and the pricing published at the time of your purchase form the commercial terms of your subscription.

9.2 Free tier. CriterionIQ may offer a free plan and free diagnostic tools, including the tracking-integrity assessment, at its discretion. Free access carries no service level, no support commitment, and no guarantee of continued availability. CriterionIQ may modify, limit, or discontinue any free offering at any time, and may suspend or delete free accounts that have been inactive for 90 days.

9.3 Billing and term. Paid subscriptions begin on the date payment is first accepted and run for the billing period you selected, monthly or annual. Fees are payable in advance. You authorize CriterionIQ and its payment processor to charge your designated payment method for all fees when due.

9.4 Automatic renewal. Your subscription renews automatically at the end of each billing period for a further period of the same length, at the then-current published rate for your plan, unless you cancel before the renewal date. CriterionIQ will give notice of the renewal date and amount in advance of each annual renewal, and of any price increase applying at renewal, at least 30 days beforehand.

9.5 Cancellation. You may cancel at any time from your account settings or by writing to [email protected]. Cancellation takes effect at the end of the current billing period, and the Service remains available until then. Cancelling does not retroactively refund the current period except as set out in Section 9.6.

9.6 Refunds. Fees are otherwise non-refundable, except that:

• (a) an annual subscription may be cancelled for a full refund within 60 days of the initial purchase;
• (b) a monthly subscription may be cancelled for a full refund within 14 days of the initial purchase;
• (c) where CriterionIQ terminates your subscription for convenience under Section 13, CriterionIQ will refund prepaid fees for the unused remainder of the term on a pro-rata basis; and
• (d) duplicate or erroneous charges will be refunded on notice within 30 days.

Renewal terms are not refundable under (a) or (b). No refund is due where CriterionIQ terminates for cause under Section 13.

9.7 Price changes. CriterionIQ may change published prices on at least 30 days' written notice. A price change takes effect at your next renewal. If you do not accept it, you may cancel before that renewal without penalty. Continued use after the renewal date constitutes acceptance.

9.8 Usage limits. Plans carry usage limits, including on monitored events, connected properties, and audience refreshes. CriterionIQ will notify you as you approach a limit. Where you exceed it, CriterionIQ may throttle ingestion of the affected feature or ask you to upgrade, and after notice may suspend that feature until usage returns within limits or the plan is upgraded. CriterionIQ will not bill overage charges to your payment method without your prior agreement.

9.9 Taxes. Fees are exclusive of tax. You are responsible for all sales, use, VAT, GST, and similar taxes on your subscription, excluding taxes on CriterionIQ's income. Where CriterionIQ is required to collect sales tax, it will be added to your invoice. If you are tax-exempt, provide valid documentation and CriterionIQ will apply the exemption prospectively.

9.10 Late payment and suspension. Invoices unpaid 10 days after the due date accrue interest at the lesser of 1.5% per month or the maximum permitted by law. CriterionIQ may suspend access on 7 days' notice of non-payment. Suspension does not relieve you of accrued fees, and CriterionIQ will restore access promptly on payment.

9.11 Agency and partner billing. Where you manage the Service on behalf of client organizations, CriterionIQ may consolidate those subscriptions onto a single invoice at your request. You remain responsible for the full invoiced amount regardless of any arrangement between you and your clients, and you represent that you are authorized to bind each organization whose properties you connect. Either party may end consolidated billing on 30 days' notice, after which each subscription bills separately.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Service continuity and error-free operation aren't guaranteed. Users assume all usage risk.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRITERIONIQ AND ITS OFFICERS, EMPLOYEES, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AMOUNTS YOU PAID TO CRITERIONIQ IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR $1,000 USD IF YOU HAVE NOT PAID US ANYTHING.

The same limitation applies to your aggregate liability under this Agreement, except for: (a) your payment obligations; (b) your indemnification obligations under Section 12; (c) your breach of Section 16 (Confidentiality) or of CriterionIQ's intellectual property rights; and (d) your breach of Section 4. Nothing in this Section limits liability that cannot lawfully be limited.

12. Indemnification

You agree to indemnify CriterionIQ against claims, damages, losses, liabilities, costs, and expenses, including attorneys' fees, arising from your use of the Service, your content, your violation of these Terms, or your infringement of third-party rights.

CriterionIQ will defend and indemnify you against third-party claims alleging that the Service, used in accordance with these Terms, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded, provided you notify CriterionIQ promptly and allow it to control the defense. This does not apply to claims arising from your data, your configuration, your properties, combination with anything not supplied by CriterionIQ, or use in breach of these Terms. Where the Service becomes subject to such a claim, CriterionIQ may modify it, procure the right to continue using it, or terminate the affected subscription and refund prepaid unused fees. This states CriterionIQ's entire liability for third-party intellectual property claims.

13. Termination

Either party may terminate at any time. You may stop using the Service and request deletion of your data. CriterionIQ may terminate for violation of these Terms, for non-payment, or for any other reason on reasonable notice. On termination, your right to access the Service ends immediately.

Where CriterionIQ terminates for convenience rather than for cause, it will refund prepaid fees for the unused remainder of the then-current term on a pro-rata basis. No refund is due where termination is for your breach, for non-payment, or for violation of Section 4.

Following termination, CriterionIQ will handle any personal data processed on your behalf in accordance with the Data Processing Agreement.

14. Governing law and disputes

Montana law governs these terms without conflict-of-law application. Any disputes will be resolved through binding arbitration under the rules of the American Arbitration Association, except intellectual property injunctions. Class action waiver applies.

15. Changes to these terms

Updates occur periodically with date changes and email notification for material modifications. Continued service use after updates constitutes acceptance.

16. Confidentiality

16.1 "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. CriterionIQ's Confidential Information includes the design and operation of the Service, its identity-resolution and attribution methods, and non-public pricing. Your Confidential Information includes your campaign strategy, spend, performance data, and customer lists.

16.2 Each party will protect the other's Confidential Information with at least the care it uses for its own, will not disclose it except to personnel and advisors who need it and are bound by comparable obligations, and will use it only to perform or receive the Service.

16.3 These obligations do not apply to information that is or becomes public without breach, was known to the recipient without obligation before disclosure, is independently developed without reference to the disclosed information, or is rightfully received from a third party without restriction.

16.4 A party compelled by law to disclose Confidential Information may do so, provided it gives the other party reasonable advance notice where lawful so that party may seek protective relief.

16.5 These obligations continue for three years after termination, and indefinitely for trade secrets for as long as they remain trade secrets.

16.6 Processing of personal data is governed by the Data Processing Agreement, not this Section. Where the two address the same information, the DPA controls.

17. Deployment, access, and automated changes

17.1 The Loader and tag deployment. The Service operates by deploying a script (the "Loader") on your properties, directly or through a tag manager. You are responsible for the content, configuration, and lawful operation of your properties, including which events you elect to track, which fields you map, your consent configuration, and your disclosures to end users. CriterionIQ is not responsible for the operation of your site, for other scripts or tags on it, or for the interaction between them and the Loader.

17.2 Authorization for managed installation. Where you connect a tag manager, advertising platform, analytics property, commerce platform, or CRM, you authorize CriterionIQ to access that account and to make the changes necessary to configure, operate, monitor, and maintain the Service on your behalf, within the scope you enable in the dashboard. This includes creating, modifying, pausing, publishing, and reverting tags, triggers, variables, and container versions in a tag manager; creating and refreshing audiences; and transmitting events to platforms you connect.

17.3 Automated remediation. Certain features detect configuration drift and tracking faults and, where you enable them, correct those faults automatically without further approval. You control which remediations are enabled. CriterionIQ maintains a record of automated changes and provides the means to review and reverse them. You remain responsible for reviewing automated changes and for the state of your configuration.

17.4 Limitation on deployment changes. CriterionIQ exercises reasonable care in making changes under Sections 17.2 and 17.3. You acknowledge that changes to a tag manager or platform configuration can affect measurement, other vendors' tags, and site behavior, and that CriterionIQ cannot test every interaction on your properties. Except in the case of gross negligence or willful misconduct, CriterionIQ is not liable for loss arising from a change made within the authorization you granted, including lost measurement, lost attribution, disrupted third-party tags, or advertising spend allocated on affected data. You are responsible for maintaining your own backups and version history in connected platforms.

17.5 First-party hostnames and DNS. Where you elect first-party delivery, CriterionIQ will provision hostnames on a domain you control and provide DNS records for you to apply. You retain control of your domain and are responsible for applying, maintaining, and removing those records. CriterionIQ will not make DNS changes on your behalf except where you expressly delegate that ability, and will give reasonable notice before any change to a provisioned hostname that would affect delivery. On termination, CriterionIQ will decommission provisioned hostnames and you will remove the corresponding records.

17.6 Credentials and tokens. The Service stores access tokens and API credentials for platforms you connect, and acts on them within the scope you authorize. You may revoke any connection at any time from the dashboard or from the platform itself, and revocation will disable dependent features. You are responsible for maintaining the validity of connected credentials and for the permissions granted to them.

17.7 Site scanning and audit. The Service loads and inspects your properties using automated browsers to assess tracking configuration. By connecting a property you authorize this scanning, and you represent that you are entitled to authorize it for each property you connect.

18. Measurement, outputs, and accuracy

18.1 Nature of the Service. The Service produces measurements, scores, grades, attributions, diagnoses, and recommendations derived from data collected from your properties and from connected platforms. These are estimates and analytical opinions, not statements of fact, and they depend on data the Service does not control: platform-reported figures, browser and device behavior, consent state, ad blocking, network conditions, and the configuration of your properties.

18.2 No warranty of accuracy or completeness. CriterionIQ does not warrant that measurements, attribution, identity resolution, or convergence analysis will be accurate, complete, or reconcilable with figures reported by any advertising platform, analytics tool, or your own systems. Differences between CriterionIQ's figures and a platform's figures are expected and are not a defect.

18.3 Scores and grades are opinion. Any integrity score, grade, health status, or comparable assessment reflects CriterionIQ's methodology at a point in time. Methodology may change. Scores are not certifications, audits, attestations, or statements of compliance with any law, standard, or platform policy.

18.4 Business decisions. You are responsible for your own advertising, budget, and business decisions. Outputs of the Service are one input among others. CriterionIQ is not liable for advertising spend, lost revenue, misallocated budget, or opportunity cost arising from reliance on them.

18.5 Ownership of outputs. As between the parties, you own the reports, briefs, analyses, and AI Outputs the Service generates from your data, and you may use and share them, including with your own clients. CriterionIQ retains all rights in the Service itself, including its software, models, methodologies, benchmarks, and templates, and in any output that does not incorporate your data.

19. Service availability

19.1 CriterionIQ will use commercially reasonable efforts to keep the Service available, and will give advance notice of planned maintenance where practicable.

19.2 CriterionIQ does not offer a service level agreement for self-service plans. Availability commitments, where offered, are set out in an Order Form.

19.3 Continuity of measurement. The Service depends on third-party platforms and on the configuration of your properties, and interruptions in measurement may occur for reasons outside CriterionIQ's control. CriterionIQ does not guarantee uninterrupted capture, delivery, or matching of any event, and is not liable for gaps in measurement or for their downstream effect on platform optimization.

20. General

20.1 Survival. Sections 5, 6, 9 (as to accrued payment obligations), 10, 11, 12, 14, 16, 18, and this Section 20 survive termination or expiration, together with any other provision that by its nature should survive.

20.2 Force majeure. Neither party is liable for delay or failure to perform, excluding payment obligations, caused by events beyond its reasonable control, including natural disaster, war, civil unrest, labor action, epidemic, government action, internet or utility failure, and the failure, suspension, deprecation, or material change of a third-party platform, API, or service on which the Service depends. The affected party will notify the other promptly and resume performance as soon as practicable. Where such an event materially prevents performance for more than 60 consecutive days, either party may terminate the affected subscription and CriterionIQ will refund prepaid fees for the unused remainder.

20.3 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either may assign it without consent to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor agrees in writing to be bound. Assignment by CriterionIQ is additionally subject to Section 15.6 of the Data Processing Agreement. Any other purported assignment is void.

20.4 Notices. Notices to CriterionIQ go to [email protected]. Notices to you go to the account and admin email addresses on file, which you are responsible for keeping current. Notices are effective on delivery, or on the next business day where sent by email outside business hours. CriterionIQ may give operational notices, such as maintenance, incidents, and feature changes, in-product.

20.5 Entire agreement. These Terms, together with the Data Processing Agreement, AI Policy, Privacy Policy, and any Order Form, are the entire agreement between the parties on their subject matter and supersede all prior discussions and agreements. No purchase order or vendor-portal terms you issue apply, regardless of any language in them, unless CriterionIQ signs them specifically.

20.6 Order of precedence. In the event of conflict, the order of precedence is: an Order Form signed by both parties, then the Data Processing Agreement for matters concerning personal data, then these Terms, then any policy incorporated by reference.

20.7 No waiver. A party's failure to enforce a provision is not a waiver of it or of any other provision. A waiver is effective only in writing.

20.8 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remainder continues in effect.

20.9 Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.

20.10 Export and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions, and that you are not a party identified on any United States government restricted-party list. You will not use the Service in violation of United States export control or sanctions law.

20.11 Publicity. CriterionIQ may identify you as a customer and use your name and logo on its website and in marketing materials. You may revoke this permission at any time by writing to [email protected], and CriterionIQ will remove the reference from materials within its control within 30 days.

20.12 Beta and preview features. CriterionIQ may make features available marked as beta, preview, early access, or similar. These are provided as-is for evaluation, carry no availability, support, or service-level commitment, may change or be withdrawn at any time without notice, and are excluded from any warranty. CriterionIQ may collect usage data about them to inform development.

21. Contact

Questions directed to [email protected].