Terms of Service

These Terms of Service (these “Terms”) are a legally binding agreement between Pentane, Inc., a Wyoming corporation with a principal place of business at 30 N. Gould St., Suite N, Sheridan, WY 82801 (“Pentane,” “we,” “us,” or “our”), and the business that creates an Account and accepts these Terms (“Customer,” “you,” or “your”). These Terms govern your access to and use of the Pentane Platform and, if you purchase them, the Ad Management Services (together, the “Services”).

IMPORTANT — PLEASE READ CAREFULLY. By checking the box confirming your agreement to these Terms during Account creation, by completing Account creation, or by accessing or using the Services, you agree to be bound by these Terms. If you are doing so on behalf of an entity, you represent that you have authority to bind that entity. The “Effective Date” is the earlier of the date you accept these Terms or the first date you access or use the Services. The Services are offered to businesses only and are not for personal, family, or household use.

1. Definitions

“Account” the online account you create with Pentane, including the account details you provide, the Connected Accounts you authorize, the Payment Method(s) you store, the Services and settings you configure or accept, and the pricing and terms displayed to and accepted by you in the Account. Your Account, together with these Terms and the DPA, sets the terms on which Pentane provides the Services.

“Platform” Pentane’s proprietary software and analytics service, including profit and margin measurement, breakeven and budget guidance, attribution, alerts, reports, and AI-assisted analysis features, as made available through the Account.

“Ad Management Services” the media planning, management, optimization, and reporting services described in Section 3, which you may purchase through your Account for the fee stated there.

“Connected Accounts” the third-party accounts and data sources you authorize Pentane to access on your behalf — such as your ecommerce store, marketplace, advertising, and accounting platforms — through APIs, integrations, or credentials you provide.

“Authorized Users” individuals you authorize to use the Services under your Account, such as your employees, contractors, and agencies.

“Your Data” all data Pentane receives from you, your Authorized Users, or your Connected Accounts in connection with the Services, including order, customer, product, cost, advertising, and financial data. Your Data may include Personal Information.

“Personal Information” information that identifies or reasonably relates to an identified or identifiable individual, as defined under applicable Data Protection Laws.

“Data Protection Laws” all laws applicable to a party’s processing of Personal Information under these Terms, including the EU and UK GDPR and the comprehensive consumer privacy laws of U.S. states as in effect from time to time.

“DPA” Pentane’s Data Processing Addendum, incorporated into these Terms by reference, which governs the parties’ roles and obligations with respect to Personal Information in Your Data.

“Usage Data” aggregated or de-identified data, statistics, and analytics derived from the Services and their use that do not identify you, your customers, or any individual.

“Affiliate” an entity that controls, is controlled by, or is under common control with a party.

“Plenum” Plenum Labs LLC, an Affiliate of Pentane that sells programmatic media as principal under its own Master Services Agreement (the “Plenum Agreement”).

“Media Budget” the amounts you pay to Plenum for media under the Plenum Agreement, or the amounts you pay directly to an advertising platform for media placed through your own platform account.

“Payment Method” a credit card, debit card, or bank account you store with Pentane’s payment processor and authorize Pentane to charge for amounts due under these Terms.

2. The Platform

2.1 Access and License.

Subject to these Terms, Pentane grants you a non-exclusive, non-transferable license during the term to access and use the Platform for your internal business purposes, through your Authorized Users. You are responsible for your Authorized Users’ compliance with these Terms and for all activity under your Account credentials.

2.2 Connected Accounts.

You authorize Pentane to access, retrieve, and process data from your Connected Accounts on your behalf to provide the Services, and you represent that you have the right to grant that access. Your use of each Connected Account remains subject to that platform’s terms, and Pentane is not responsible for the availability, accuracy, or changes of any third-party platform, API, or data source. Pentane may suspend a Connected Account integration if the platform’s terms, rate limits, or policies require it.

2.3 Guidance, Estimates, and AI Features.

The Platform produces metrics, breakeven and budget guidance, scenario projections, alerts, and AI-generated analysis based on Your Data and on assumptions you configure. These outputs are informational tools to support your own decisions. They may be incomplete or inaccurate where Your Data is incomplete or inaccurate, and AI-generated outputs may contain errors. They are not financial, tax, accounting, investment, or legal advice, and Pentane does not guarantee any business result from acting on them. You are solely responsible for decisions you make using the Platform.

2.4 Changes to the Platform.

Pentane may modify the Platform from time to time, provided the modifications do not materially degrade its core functionality during a paid term.

3. Ad Management Services

3.1 Scope.

If you purchase the Ad Management Services, Pentane will plan, manage, optimize, and report on your advertising against the profitability targets and Media Budget configured in your Account, across (a) media purchased from Plenum under the Plenum Agreement and (b) advertising platforms you operate through your own accounts (such as Meta or Google), as described in your Account. Pentane will use commercially reasonable efforts in performing these services.

3.2 Media Purchased from Plenum; Affiliate Disclosure.

Pentane may recommend, arrange, and manage media purchased through its Affiliate, Plenum. You acknowledge that Pentane and Plenum are Affiliates. Media is purchased from Plenum under the Plenum Agreement, which you accept separately with Plenum; Pentane is not a party to that agreement and does not sell media. Plenum sells media as principal at a single all-in price that includes Plenum’s compensation. Pentane’s management fee under these Terms is separate from, and does not include, the cost of media. Pentane’s recommendation of Plenum does not create a fiduciary relationship, and Pentane has no duty to disclose Plenum’s supplier costs, pricing, or compensation beyond the all-in price stated to you under the Plenum Agreement.

3.3 Platform Ad Accounts.

Where Pentane manages advertising through an account you hold with a third-party platform, you grant Pentane operator or partner access to that account for the purpose of performing the Ad Management Services. Charges for media placed through your own platform accounts are billed to you by that platform, are part of your Media Budget, and are not Pentane fees. You are responsible for the platform’s terms, policies, and payment.

3.4 Approval-Gated Changes.

Pentane may use automated systems to propose campaign changes. Material changes to budgets, targeting, or creative are executed only after approval by a person you designate in your Account as an authorized approver, or by Pentane personnel acting within parameters you have approved. Pentane maintains a record of proposed and approved changes. You are responsible for designating and maintaining your authorized approvers and for changes approved by them.

3.5 Your Responsibilities.

You are solely responsible for your advertising creative, claims, landing pages, products, and offers; for the legality and substantiation of your advertising; for compliance with the policies of each advertising platform and supplier; and for any audience or customer data you provide for advertising use, which you represent was lawfully collected with the notices and choices required by Data Protection Laws. Pentane does not review your advertising for legal compliance.

3.6 No Guarantee of Results.

PENTANE DOES NOT GUARANTEE ANY ADVERTISING RESULT, INCLUDING IMPRESSIONS, CLICKS, CONVERSIONS, COST PER ACQUISITION, RETURN ON AD SPEND, REVENUE, OR PROFIT. Results depend on factors outside Pentane’s control, including platform and auction behavior, your products, pricing, creative, and market conditions. Performance figures, case studies, and projections are illustrative and not commitments.

4. Your Obligations

You will not, and will not permit others to: (a) reverse engineer, decompile, or attempt to derive the source code or structure of the Services; (b) access the Services to build a competing product or copy their features; (c) resell, sublicense, or use the Services on behalf of third parties, except that an agency may use the Services on behalf of a Customer that has authorized it; (d) attempt to re-identify de-identified or aggregated data; (e) upload or transmit unlawful, infringing, or malicious content or code; (f) interfere with or disrupt the Services or circumvent security or access controls; or (g) use the Services in violation of applicable law.

You represent and warrant that: (i) you have all rights and consents necessary to provide Your Data and Connected Account access to Pentane for the Services; (ii) Your Data and its use as permitted by these Terms will not infringe third-party rights or violate applicable law; (iii) Personal Information in Your Data was collected under a privacy notice satisfying Data Protection Laws, including any notice and choice required for advertising and measurement uses; and (iv) you will not direct Pentane to process Your Data in a manner that would violate Data Protection Laws or your privacy notice.

5. Your Data; Financial Data; Usage Data

5.1 Ownership and License.

You retain all rights in Your Data. You grant Pentane a non-exclusive, worldwide, royalty-free license to use Your Data to provide, secure, support, and improve the Services for you, and to provide Your Data to Plenum and to service providers as necessary to perform Services you have purchased, in each case under confidentiality obligations. Personal Information in Your Data is processed under the DPA.

5.2 Confidentiality of Your Financial Data.

Your profit and loss statements, margins, costs, and other financial data in Your Data are your Confidential Information. Pentane will not sell your financial data and will not disclose it to any third party except (a) to service providers that host, secure, or support the Services, bound by confidentiality obligations; (b) to Plenum, solely to perform Ad Management Services you have purchased and subject to Section 5.3; (c) to your Authorized Users and parties you direct; and (d) as required by law.

5.3 No Cross-Customer Combination.

Neither Pentane nor Plenum will combine Personal Information received in connection with your Account with that of any other customer, or use it for any purpose other than providing the Services to you, as further set out in the DPA.

5.4 Usage Data.

Pentane may create and use Usage Data to operate, analyze, benchmark, and improve the Services and may disclose Usage Data publicly or to third parties only in an aggregated, de-identified form that does not identify you, your customers, or any individual.

6. Fees and Payment

6.1 Fees.

You will pay the fees for the Services stated in your Account. The Platform is currently provided without charge at the plan level shown in your Account; Pentane may introduce or change Platform pricing on at least thirty (30) days’ notice, effective on your next billing period. The Ad Management Services are provided for the monthly management fee stated in your Account, billed monthly in advance. The management fee is Pentane’s only charge for the Ad Management Services; media purchased from Plenum is priced and billed by Plenum under the Plenum Agreement, and media placed through your own platform accounts is billed by that platform.

6.2 Payment Method; Authorization.

You will maintain a valid Payment Method with Pentane’s payment processor (Stripe) and authorize Pentane to charge it on a recurring, merchant-initiated basis for fees due under these Terms. If a charge is declined, you will have five (5) business days to cure, after which Pentane may suspend the applicable Services. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

6.3 Taxes.

Fees are exclusive of taxes. You are responsible for sales, use, and similar taxes, excluding taxes on Pentane’s net income.

6.4 Initial Term of Ad Management Services.

The Ad Management Services have the initial term stated in your Account (for example, two months) and continue month to month thereafter until terminated under Section 12. Management fees for the initial term are non-refundable except as stated in these Terms.

7. Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care and will use it only to perform under these Terms. “Confidential Information” means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential, including Your Data, the Services, pricing, and the terms of these Terms. The obligations do not apply to information that is or becomes public without breach, was lawfully known without obligation, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information to its Affiliates, employees, and service providers with a need to know who are bound by confidentiality obligations at least as protective, and as required by law with reasonable prior notice where permitted. Each party may seek injunctive relief for breach of this Section.

8. Warranties and Disclaimer

Each party warrants that it has authority to enter into these Terms. Pentane warrants that it will perform the Services in a professional and workmanlike manner and that the Platform will perform materially as described in your Account. Your exclusive remedy for breach of the Platform warranty is for Pentane to use commercially reasonable efforts to correct the non-conformity, or, if Pentane cannot do so within a reasonable time, to terminate the affected Service and refund any prepaid fees for the unused portion.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND PENTANE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. PENTANE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT OUTPUTS WILL BE ACCURATE OR COMPLETE, OR ANYTHING REGARDING THIRD-PARTY PLATFORMS, CONNECTED ACCOUNTS, OR PLENUM’S SERVICES.

9. Intellectual Property; Feedback

As between the parties, Pentane and its licensors own all rights in the Services, including all software, models, methods, metrics, know-how, improvements, and Usage Data. No rights are granted except the licenses expressly stated in these Terms. Feedback you provide about the Services may be used by Pentane without restriction or compensation, and you grant Pentane a perpetual, irrevocable, worldwide, royalty-free license to use it.

10. Indemnification

10.1 By Pentane.

Pentane will defend, indemnify, and hold you harmless from any third-party claim, and related losses, alleging that the Platform as provided by Pentane (excluding Your Data, third-party platforms, Plenum’s services, and combinations not supplied by Pentane) infringes a U.S. intellectual-property right. If the Platform is held or believed to infringe, Pentane may procure a license, modify the Platform to be non-infringing, or terminate the affected Service and refund prepaid unused fees. This Section states Pentane’s entire liability for third-party intellectual-property claims.

10.2 By You.

You will defend, indemnify, and hold harmless Pentane and its Affiliates from any third-party claim, and related losses, arising out of (a) Your Data or your advertising creative, claims, products, or offers; (b) your breach of Section 4 or the DPA; (c) your violation of applicable law or third-party platform policies; or (d) changes approved by your authorized approvers under Section 3.4.

10.3 Procedure.

The indemnified party will promptly notify the indemnifying party, allow it to control the defense, and reasonably cooperate. The indemnifying party will not settle a claim in a manner that imposes liability or admission on the indemnified party without consent, not to be unreasonably withheld.

11. Limitation of Liability

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS, A PARTY’S BREACH OF SECTION 5.2 OR SECTION 7, OR YOUR PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR LOST DATA. PENTANE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO PENTANE UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR U.S. $1,000.00, WHICHEVER IS GREATER. PENTANE IS NOT LIABLE FOR MEDIA BUDGET AMOUNTS, ADVERTISING SPEND, OR THE PERFORMANCE OF ANY MEDIA; PLENUM’S LIABILITY FOR MEDIA IS GOVERNED SOLELY BY THE PLENUM AGREEMENT.

12. Term and Termination

These Terms begin on the Effective Date and continue until terminated. You may terminate the Platform at any time by closing your Account. Either party may terminate the Ad Management Services for convenience on thirty (30) days’ written notice after the initial term. Either party may terminate these Terms for material breach not cured within thirty (30) days of written notice, or immediately if the other party becomes insolvent or ceases business. On termination, you will pay all fees accrued through the effective date of termination. For thirty (30) days after termination, you may export Your Data through the Platform’s available export features; thereafter Pentane will delete Your Data within thirty (30) days, except as retained in backups for a limited period or as required by law, and except for Usage Data. Termination of these Terms does not terminate the Plenum Agreement, and vice versa, except as stated in each. Provisions that by their nature should survive will survive.

13. Relationship to Plenum

The Services under these Terms are distinct from Plenum’s sale of media, which is governed by the Plenum Agreement. Nothing in these Terms entitles you to Plenum’s services, and nothing in the Plenum Agreement entitles you to the Services, except as expressly agreed by the applicable party. Pentane and Plenum are separate legal entities; each is responsible only for its own obligations under its own agreement with you.

14. General

14.1 Governing Law; Venue.

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wyoming.

14.2 Modifications.

Pentane may update these Terms by posting a revised version and providing notice (including through your Account or by email). Changes take effect on the effective date stated in the notice, which will be at least thirty (30) days after notice for changes that materially reduce your rights or increase your obligations during a paid term, and your continued use of the Services after that date constitutes acceptance. If you do not agree to a change, you may terminate under Section 12 before it takes effect. Changes do not retroactively alter fees already incurred.

14.3 Order of Precedence.

In the event of conflict, the DPA controls with respect to Personal Information, and the specific commercial terms you configure in or accept through your Account (such as fees and initial term) control over these Terms as to those terms. In all other respects these Terms control.

14.4 Entire Agreement.

These Terms, the DPA, and the terms configured in your Account are the entire agreement regarding the Services and supersede prior understandings. Pre-printed terms in any purchase order are void.

14.5 Assignment.

Neither party may assign these Terms without the other’s consent, except to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets. Pentane may use Affiliates and subcontractors to perform the Services and remains responsible for their performance.

14.6 Independent Contractors.

The parties are independent contractors. Except for the limited authorization to operate your platform ad accounts under Section 3.3, nothing creates a partnership, joint venture, fiduciary relationship, or general agency, and neither party may bind the other.

14.7 Force Majeure.

Except for payment obligations, neither party is liable for delays or failures caused by events beyond its reasonable control, including third-party platform outages, acts of government, and network failures.

14.8 Notices.

Notices to Pentane: support@pentane.com. Notices to you: the email or address in your Account.

14.9 No Third-Party Beneficiaries; Severability; Waiver.

These Terms confer no rights on any third party. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.