Terms of Service

1. Introduction & Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you and Agentic Advertising, Inc. ("Adside," "we," "us," or "our"), governing your access to and use of the Adside.ai platform, website, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Service. These Terms should be read in conjunction with our Privacy Policy, which describes how we collect, use, and protect your data.

2. Definitions

• "Account" means the user account you create to access the Service.
• "Ad Platforms" means third-party advertising platforms supported by Adside, including but not limited to Meta (Facebook & Instagram), Google Ads, TikTok Ads, LinkedIn Campaign Manager, Reddit, Pinterest, Snapchat, and X/Twitter.
• "AI-Generated Content" means any campaign strategies, ad copy, creative concepts, audience recommendations, performance predictions, or other outputs generated by the Service using artificial intelligence or machine learning.
• "Customer Data" means all data, content, and materials that you upload, submit, or make available through the Service, including ad creatives, campaign configurations, and data retrieved from your connected Ad Platform accounts.
• "Service" means the Adside.ai platform, including all features, tools, APIs, and related services provided by Adside.
• "User" or "you" means the individual or entity accessing or using the Service.

3. Account Registration & Security

3.1 Eligibility

The Service is intended for business use by individuals who are at least 18 years of age. By creating an Account, you represent that you meet this requirement and have the legal capacity to enter into these Terms.

3.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:

• Provide accurate and complete registration information;
• Keep your login credentials secure and not share them with unauthorized parties;
• Notify us immediately at support@adside.ai if you suspect unauthorized access to your Account;
• Accept responsibility for all actions taken through your Account, whether or not authorized by you.

3.3 Account Suspension

We reserve the right to suspend or terminate your Account if we reasonably believe that your Account has been compromised, that you have violated these Terms, or that continued access poses a risk to the Service, other users, or third parties.

4. The Service

4.1 Description

Adside is an AI-powered advertising automation platform that helps marketers, agencies, and businesses strategize, create, launch, and optimize ad campaigns across multiple Ad Platforms. The Service may include campaign strategy generation, creative production, audience targeting recommendations, automated campaign management, performance monitoring, and optimization.

4.2 Platform Connections

To use certain features, you must connect one or more Ad Platform accounts to the Service by granting OAuth or equivalent API permissions. By connecting an Ad Platform account, you authorize Adside to access, retrieve, and take actions on that account on your behalf, as directed by you through the Service.

4.3 Modifications to the Service

We may modify, update, or discontinue features of the Service at any time. We will use reasonable efforts to notify you of material changes that adversely affect your use of the Service. Continued use of the Service after such changes constitutes acceptance of the modified Service.

5. Third-Party Platform Accounts

5.1 Your Responsibilities

You are solely responsible for:

• Maintaining valid and active accounts on the Ad Platforms you connect to Adside;
• Ensuring that your use of the Ad Platforms through Adside complies with each platform's terms of service, advertising policies, and community guidelines;
• Maintaining sufficient ad spend budgets and payment methods on your Ad Platform accounts;
• Ensuring that you have the legal right and authority to connect each Ad Platform account to Adside.

5.2 Adside as Your Agent

When you instruct Adside to create, modify, or manage campaigns on an Ad Platform, Adside acts as your agent carrying out your instructions. You acknowledge that Adside does not control Ad Platform policies, approval processes, or ad delivery, and that actions taken on your Ad Platform accounts through the Service are ultimately your responsibility.

5.3 Platform Availability

Adside's integration with Ad Platforms depends on the continued availability of those platforms' APIs. We are not responsible for any disruption, limitation, or change to Ad Platform APIs that affects the Service's functionality. If an Ad Platform revokes or restricts API access, we will make reasonable efforts to restore the integration but cannot guarantee uninterrupted access.

6. AI-Generated Content

6.1 Nature of AI Outputs

The Service uses artificial intelligence and machine learning to generate campaign strategies, ad copy, creative concepts, audience suggestions, and performance recommendations. AI-Generated Content is produced algorithmically and may not always be accurate, complete, or suitable for your specific circumstances.

6.2 Your Responsibility

You are solely responsible for reviewing, approving, and making final decisions about any AI-Generated Content before it is published or used in live campaigns. Adside does not guarantee that AI-Generated Content will achieve any particular advertising outcome, comply with applicable laws or regulations, or meet any Ad Platform's advertising policies.

6.3 No Professional Advice

AI-Generated Content does not constitute professional marketing, legal, financial, or business advice. You should exercise your own judgment and, where appropriate, seek professional guidance before acting on AI-generated recommendations.

7. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party right;
• Create, distribute, or promote fraudulent, deceptive, or misleading advertisements;
• Advertise illegal products or services, or promote content that is harmful, hateful, discriminatory, or obscene;
• Infringe upon the intellectual property rights of any third party;
• Attempt to gain unauthorized access to the Service, other user accounts, or any related systems or networks;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or algorithms of the Service;
• Use the Service to build a competing product or service, or to benchmark the Service for competitive purposes;
• Interfere with or disrupt the integrity or performance of the Service;
• Use automated tools (other than as provided by the Service itself) to access, scrape, or interact with the Service;
• Resell, sublicense, or redistribute access to the Service without our prior written consent;
• Submit or transmit any malware, viruses, or other harmful code;
• Use the Service in a manner that violates any Ad Platform's terms of service or advertising policies.

We reserve the right to investigate and take appropriate action against violations of this section, including suspension or termination of your Account and reporting to law enforcement authorities.

8. Intellectual Property

8.1 Adside's Intellectual Property

The Service, including all software, algorithms, models, user interfaces, designs, trademarks, and documentation, is owned by Adside and protected by intellectual property laws. These Terms do not grant you any right, title, or interest in the Service beyond the limited right to use it in accordance with these Terms.

8.2 Your Content

You retain all rights to the Customer Data you upload or create through the Service. By using the Service, you grant Adside a limited, non-exclusive, worldwide license to use, process, and display your Customer Data solely to provide and improve the Service for your account. This license terminates when you delete your data or close your Account.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant Adside an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate the Feedback into the Service without any obligation to you.

9. Fees & Payment

9.1 Subscription Fees

Certain features of the Service require a paid subscription. Fees are as described on our Pricing page or as otherwise agreed in writing. All fees are quoted in U.S. dollars unless otherwise specified.

9.2 Billing & Renewal

Subscriptions are billed in advance on a recurring basis (monthly or annually, depending on your plan). Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize us to charge your designated payment method for all applicable fees.

9.3 Price Changes

We may adjust subscription fees from time to time. We will provide at least 30 days' advance notice of any price increase. The new price will take effect at the start of your next billing period following the notice.

9.4 Taxes

All fees are exclusive of applicable taxes (including sales tax, VAT, and withholding tax). You are responsible for paying all taxes associated with your use of the Service, except for taxes on Adside's net income.

9.5 Refunds

Fees are generally non-refundable except as required by applicable law or as otherwise stated in a separate agreement. If you cancel your subscription, you will continue to have access to the Service through the end of your current billing period.

10. Data & Privacy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

You represent and warrant that any Customer Data you provide to the Service has been collected in compliance with applicable data protection laws and that you have the necessary rights and consents to share such data with Adside for the purposes described in these Terms and our Privacy Policy.

We do not sell your personal data. We do not use your Customer Data to train general-purpose AI or machine learning models. For details on how we handle data from Ad Platforms, see Section 6 of our Privacy Policy.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, Adside does not warrant that:

• The Service will be uninterrupted, error-free, or secure;
• AI-Generated Content will be accurate, complete, non-infringing, or suitable for any particular purpose;
• The Service will achieve any specific advertising results, return on investment, or performance metrics;
• Ad Platform APIs will remain continuously available or unchanged;
• Campaigns created or managed through the Service will be approved by the Ad Platforms or comply with their policies.

You acknowledge that advertising outcomes depend on many factors outside of Adside's control, including market conditions, audience behavior, Ad Platform algorithms, and the quality of your products or services.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADSIDE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

ADSIDE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO ADSIDE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this section apply even if Adside has been advised of the possibility of such damages and even if a remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Adside and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service or any content you publish through it;
• Your violation of these Terms;
• Your violation of any Ad Platform's terms of service or advertising policies;
• Your violation of any applicable law, regulation, or third-party right;
• Any claim by a third party arising from advertisements or campaigns you create, approve, or publish using the Service;
• Any dispute between you and an end user, customer, or other third party related to your advertising activities.

14. Term & Termination

14.1 Term

These Terms take effect when you first access or use the Service and remain in effect until terminated by either party.

14.2 Termination by You

You may terminate your Account at any time by contacting us at support@adside.ai or through your account settings. Termination does not entitle you to a refund for any prepaid fees.

14.3 Termination by Adside

We may suspend or terminate your access to the Service immediately if you breach these Terms, if required by law, or if we reasonably determine that your continued use poses a risk to the Service or other users. For non-material breaches, we will provide 10 days' notice and an opportunity to cure before termination.

14.4 Effect of Termination

Upon termination:

• Your right to access and use the Service will cease immediately;
• We will disconnect all linked Ad Platform accounts;
• You may request a copy of your Customer Data within 30 days of termination, after which we may delete it;
• Sections 2, 6, 8, 11, 12, 13, 15, and 17 of these Terms will survive termination.

15. Governing Law & Disputes

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

15.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall first be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in San Francisco, California. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

You agree that any arbitration or proceeding shall be conducted only on an individual basis and not as a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you waive any right to a jury trial.

15.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email (to the address associated with your Account) or by posting a prominent notice on the Service at least 30 days before the changes take effect. The "Last updated" date at the top of this page indicates when these Terms were last revised.

Your continued use of the Service after the updated Terms take effect constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Service and terminate your Account.

17. Contact Us

If you have any questions or concerns about these Terms, please contact us at: