Terms & Conditions
Publication Date: May 27th, 2026
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Publication Date: May 27th, 2026
Last Updated:May 27, 2026
These Terms of Service (the "Terms") form a binding agreement between AdPrompt LLC,together with its subsidiaries, affiliates, successors, and assigns ("AdPrompt," "we," "us," or "our"),and the individual or entity accepting these Terms ("Customer," "you,"or "your"). These Termsgovern your access to and use of the AdPrompt websites, web and mobileapplications, AI-powered marketing and advertising platform, dashboards,integrations, campaign management features, creative tools, measurement tools,payment features, APIs, and related products and services (collectively, the"Platform" or "Services").
By creating an account, accessing the Services, clicking abutton or checkbox to accept these Terms, signing an order form that referencesthese Terms, or otherwise using the Services, you agree to these Terms. If youdo not agree to these Terms, you may not access or use the Services.
If you are accepting these Terms on behalf of a company,organization, or other legal entity, you represent and warrant that you haveauthority to bind that entity to these Terms, and "Customer" refersto that entity.
These Terms containimportant provisions that affect your legal rights, including an agreement toresolve most disputes by binding arbitration on an individual basis and a classaction waiver (Section 22). Please read these Terms carefully.
1. Definitions
2. The Services
3. Accounts, Eligibility, andAccess
4. Free Tier, Paid Plans, Fees,and Billing
5. Customer Data: Ownership andLicense
6. AdPrompt Materials and Licenseto You
7. AI Features and Output
8. Third-Party Platforms,Integrations, and Connected Services
9. Acceptable Use
10. Customer Responsibilities andCompliance
11. Intellectual Property
12. Feedback
13. Confidentiality
14. Privacy and Data Protection
15. Beta and Early-Access Features
16. Suspension
17. Term and Termination
18. Disclaimers
19. Indemnification
20. Limitation of Liability
21. Governing Law and Venue
22. Dispute Resolution;Arbitration; Class Action Waiver
23. Changes to These Terms
24. Notices
25. Assignment
26. Force Majeure
27. Export, Sanctions, andAnti-Corruption
28. Government Use
29. Miscellaneous
30. Contact
Capitalized terms used in these Terms have the meaningsgiven below or as otherwise defined in these Terms.
• "Account"means the account you create or maintain to access the Services.
• "Affiliate"means any entity that, directly or indirectly, controls, is controlled by, oris under common control with a party.
• "AIFeatures" means the machine learning, large language model,predictive, optimization, generative, and other AI-related capabilities of theServices.
• "AIOutput" means content, text, images, recommendations, predictions,audiences, suggestions, summaries, plans, or other output generated by the AIFeatures.
• "ConfidentialInformation" has the meaning given in Section 13.
• "ConnectedPlatform" means any third-party platform, network, application,service, integration, or tool that you connect to or use with the Services,including advertising platforms, social networks, search engines, listingsservices, CRM systems, analytics tools, payment processors, and local mediapartners.
• "CustomerData" means information that you, your Users, or your ConnectedPlatforms submit, upload, transmit, or otherwise provide to AdPrompt throughthe Services about your own customers, prospects, website visitors, end users,audiences, or campaigns, including customer lists, CRM records, identifiers,pixel and tag events, conversion events, attribution data, audience segments,and related data.
• "Documentation"means the user guides, help materials, and product documentation we makegenerally available for the Services.
• "OrderForm" means an ordering document, online checkout, plan selection, orinvoice that references these Terms and identifies the Services, plan, andfees.
• "PersonalInformation" has the meaning given in the Privacy Policy.
• "PrivacyPolicy" means the AdPrompt Privacy Policy available at AdPrompt.ai, asupdated from time to time.
• "User"means an individual you authorize to use the Services through your Account,including your employees, contractors, agents, and team members.
The Services help businesses plan, create, launch,manage, measure, and optimize local and digital advertising campaigns; managemarketing assets; coordinate ad spend across channels; connect to ConnectedPlatforms; and use AI-assisted workflows to improve marketing performance.
AdPrompt may, in its reasonable discretion, modify,update, add to, remove, or discontinue features of the Services from time totime. We will use commercially reasonable efforts not to materially diminishthe core functionality of a paid Service during your then-current paidsubscription term without giving notice or providing a substantially equivalentreplacement, except where necessary for security, legal compliance, or toaddress risks of harm.
The Services are designed for business use. They are notintended for consumer, personal, household, or non-business use.
To use the Services, you must (a) be at least 18 yearsold and have the legal capacity to enter into a binding contract; (b) be abusiness or be acting on behalf of a business; (c) not be barred from using theServices under applicable law; and (d) not be located in, organized under thelaws of, or ordinarily resident in a country or territory subject tocomprehensive U.S. sanctions, and not be on any U.S. government denied-party orrestricted-party list.
To access most features, you must create an Account andprovide accurate, current, and complete registration information. You agree tokeep your registration information up to date.
You are responsible for safeguarding your Accountcredentials and for all activity that occurs under your Account, whether or notauthorized by you. You must promptly notify us at legal@adprompt.ai of any actual orsuspected unauthorized access to or use of your Account.
You may permit Users to access the Services throughyour Account, subject to the access limits of your plan. You are responsiblefor your Users' compliance with these Terms and for all acts and omissions ofyour Users in connection with the Services. You are also responsible forensuring that you have all necessary rights and consents to grant your Usersaccess to the Services and any associated Customer Data.
If you use the Services as part of a company,organization, workspace, or team Account, the entity that owns or controls theAccount is the Customer for purposes of these Terms, and information associatedwith your use of the Services may be visible to administrators and otherauthorized Users in the Account.
AdPrompt may make a free or freemium tier of theServices available. The free tier is provided "as is" and may havelimited features, usage caps, retention limits, integration limits, supportlimits, or other restrictions described in the Documentation or at the point ofsign-up. We may modify, restrict, suspend, or discontinue the free tier, inwhole or in part, at any time, with or without notice. Sections of these Termsthat protect AdPrompt (including Sections 5 through 29) apply to free-tier use.
Paid plans, features, fees, billing frequency, andrenewal terms are set out on our website, in your Order Form, in your Account,or at the point of purchase. You agree to pay all fees due for the Services youselect.
Unless an Order Form states otherwise, paidsubscriptions automatically renew at the end of each subscription term for anadditional term of the same length at the then-current price. You may turn offauto-renewal through your Account or by contacting legal@adprompt.ai before the end of thethen-current term.
You authorize AdPrompt and our payment processors tocharge the payment method you provide for all applicable fees, taxes, and otheramounts due. You are responsible for keeping your payment information current.
Fees are exclusive of taxes. You are responsible forall applicable sales, use, value-added, withholding, excise, or similar taxesand duties, other than taxes imposed on AdPrompt's net income.
If you use the Services to manage campaigns onConnected Platforms, you remain responsible for amounts you authorize to bespent on those Connected Platforms (such as ad spend, media costs, and platformfees). Ad spend amounts are charged by, and payable to, the Connected Platformor as configured through the Services, and are separate from AdPrompt'ssubscription fees.
Except as expressly stated in these Terms, on anapplicable Order Form, or as required by applicable law, all fees arenon-refundable, and we do not provide refunds or credits for partialsubscription periods, unused features, downgrades, or termination by you forconvenience.
Any amount not paid when due may accrue interest at thelesser of 1.5% per month or the maximum rate permitted by law, from the duedate until paid. We may also suspend or terminate the Services for non-paymentas described in Sections 16 and 17.
We may change the prices for paid Services. Pricechanges for a renewal term will take effect on the next renewal after we giveyou at least 30 days' notice (by email, in-Account notice, or other reasonablemeans). If you do not accept the price change, you may turn off auto-renewal sothat the new price does not apply.
As between you and AdPrompt, you own and retain allright, title, and interest in and to Customer Data, including all intellectualproperty rights in Customer Data. AdPrompt does not claim ownership of CustomerData.
You grant AdPrompt and its subprocessors anon-exclusive, worldwide, royalty-free license to host, copy, transmit,display, process, analyze, and otherwise use Customer Data solely as necessaryto (a) provide, maintain, secure, and improve the Services for you; (b) preventor address service, security, or technical issues; (c) carry out yourinstructions and configurations; (d) comply with applicable law and legalprocess; and (e) enforce these Terms.
AdPrompt may create aggregated, de-identified, oranonymized data derived from Customer Data and your use of the Services and mayuse that aggregated, de-identified, or anonymized data for any lawful purpose,including operating, improving, analyzing, and benchmarking the Services,provided that the data is not reasonably capable of identifying you, anyindividual, household, customer, or end user.
Unless we separately agree in writing or you give usyour express permission, we will not (a) use identifiable Customer Data totrain general-purpose AI models; (b) use uploaded customer lists, CRM records,identifiable pixel or event data, or identifiable end-user data to build,enrich, or target audiences for other customers; (c) sell Customer Data; or (d)disclose Customer Data to third parties except as needed to provide theServices, as you instruct, as permitted by these Terms or an applicable agreement,or as required by law.
You represent and warrant that (a) you have allnecessary rights, consents, permissions, licenses, and legal bases to provideCustomer Data to AdPrompt and to authorize the processing described in theseTerms and the Privacy Policy; (b) Customer Data does not violate any applicablelaw, contract, intellectual property right, privacy right, or other third-partyright; and (c) you have provided all required notices to, and obtained allrequired consents from, individuals whose Personal Information is included inCustomer Data.
You will not submit to the Services any data that isgoverned by laws or regulations imposing heightened obligations beyond thoseaddressed in these Terms or our standard Data Processing Addendum unless wehave expressly agreed in writing, including protected health informationgoverned by HIPAA, payment card data (other than as needed to pay AdPrompt),government-issued identifiers, biometric or genetic identifiers, or informationfrom or about children under 13.
Subject to your compliance with these Terms and timelypayment of applicable fees, AdPrompt grants you a limited, non-exclusive,non-transferable, non-sublicensable, revocable license during the term of yoursubscription to access and use the Services for your internal businesspurposes.
AdPrompt and its licensors own all right, title, andinterest in and to the Services, the Platform, the Documentation, AdPromptsoftware, AdPrompt models and model weights, AdPrompt training data andtraining methodologies, AdPrompt branding, and all related intellectualproperty (collectively, "AdPromptMaterials"). No rights are granted to you in AdPrompt Materials exceptas expressly set out in these Terms.
You will not, and will not permit anyone else to: (a)sell, resell, sublicense, rent, lease, lend, time-share, or otherwisecommercially exploit the Services or AdPrompt Materials except as expresslypermitted; (b) reverse engineer, decompile, disassemble, or attempt to derivethe source code, models, model weights, or underlying algorithms of theServices, except to the extent applicable law prohibits this restriction; (c)copy, modify, translate, or create derivative works of the Services or AdPromptMaterials; (d) remove, alter, or obscure any proprietary notices on theServices or AdPrompt Materials; (e) use the Services to build, train, orimprove a competing product, model, or service; (f) use the Services to developmachine-learning training datasets, benchmarks, or model evaluations for thebenefit of any party other than AdPrompt; (g) interfere with or disrupt theintegrity, security, or performance of the Services; (h) access the Servicesthrough automated means or unauthorized scraping; or (i) exceed the access,seat, usage, or rate limits of your plan.
"Customer Content" means content, text,images, brand assets, campaign briefs, prompts, and other material you submitto the Services (other than Customer Data). As between you and AdPrompt, youretain ownership of your Customer Content. You grant AdPrompt and itssubprocessors a non-exclusive, worldwide, royalty-free license to host, copy,transmit, display, process, modify, and otherwise use Customer Content asnecessary to provide the Services to you and to carry out your instructions,including generating AI Output, launching campaigns, and integrating withConnected Platforms.
The Services include AI Features that may help yougenerate campaign ideas, draft ad copy, create creative concepts, recommendaudiences and channels, allocate budgets, summarize performance, identifyoptimization opportunities, and perform other marketing and advertisingworkflows.
AI Output is generated based on probabilistic modelsand may be incomplete, inaccurate, biased, out of date, or otherwise unsuitablefor your intended purpose. AI Output may not be unique to you, and similar oridentical AI Output may be generated for other customers based on similarinputs. AdPrompt does not warrant the accuracy, completeness, reliability, orsuitability of AI Output for any particular purpose.
You are responsible for reviewing, evaluating, editing,approving, and controlling how AI Output is used. You should not rely on AIOutput without appropriate human review, particularly for regulated industries;political, election, or issue advertising; health, financial, legal,employment, housing, credit, insurance, or other claims subject to legalrestriction; or any use that could produce legal or similarly significanteffects concerning individuals.
As between you and AdPrompt, and subject to yourcompliance with these Terms, you may use AI Output generated for you inconnection with your authorized use of the Services. AdPrompt does not claimownership of AI Output you generate, but AdPrompt makes no representation thatAI Output is original, non-infringing, or eligible for copyright or otherintellectual property protection. You are responsible for confirming that youruse of AI Output complies with applicable law and third-party rights.
Section 5.4 governs AdPrompt's use of Customer Data forAI training and model improvement. We may use aggregated, de-identified, oranonymized information derived from Customer Data and campaign performance toimprove the Services and the AI Features, provided that the data is notreasonably capable of identifying any individual, household, customer, or enduser.
The AI Features may rely on third-party AIinfrastructure providers, model providers, or cloud providers. When we usethese providers, we take reasonable steps designed to ensure that they processdata only to provide services to AdPrompt and protect it appropriately, and wedo not permit them to use identifiable Customer Data to train theirgeneral-purpose models unless permitted under these Terms or an applicableagreement with you.
You will not use the AI Features or AI Output to: (a)generate or disseminate content that is unlawful, defamatory, infringing,harassing, hateful, harmful to minors, fraudulent, or deceptive; (b) generatesexually explicit content involving minors; (c) generate content intended toimpersonate real individuals, including public figures, without rights orconsent; (d) make automated decisions that produce legal or similarlysignificant effects without appropriate human oversight; (e) target individualsbased on sensitive characteristics in violation of applicable advertising laws;or (f) violate any other restriction in Section 9.
The Services may interoperate with, send data to, andreceive data from Connected Platforms. To use these features, you may need toauthenticate, link, or grant permissions to your accounts on those ConnectedPlatforms.
By connecting a Connected Platform to your Account orinstructing AdPrompt to launch, optimize, or measure campaigns through aConnected Platform, you authorize AdPrompt to send Customer Data, CustomerContent, campaign settings, creative assets, audience information, conversionevents, customer identifiers, and performance data to that Connected Platformas necessary to carry out your instructions and provide the Services.
Connected Platforms are operated by third parties andare subject to their own terms, privacy policies, and policies regardingadvertising, data use, and acceptable use. AdPrompt is not responsible forConnected Platforms, their availability, their data practices, or how theyprocess information disclosed to them at your direction. You are responsiblefor reviewing, accepting, and complying with the terms and policies ofConnected Platforms you use.
Connected Platforms may change, restrict, suspend, ordiscontinue their APIs, features, or terms at any time. AdPrompt may modify,restrict, suspend, or remove integrations with Connected Platforms in response.AdPrompt has no liability for any consequences of changes by ConnectedPlatforms.
You will not, and will not permit any User or thirdparty acting on your behalf to, use the Services to:
• violate any applicable law, regulation, courtorder, or third-party right;
• infringe any patent, copyright, trademark, tradesecret, publicity, privacy, or other intellectual property or proprietaryright;
• send unlawful, deceptive, misleading,fraudulent, defamatory, threatening, harassing, hateful, or harmfulcommunications;
• conduct any form of unlawful email, SMS,telemarketing, or other communications, including communications that violatethe CAN-SPAM Act, TCPA, applicable telemarketing or SMS laws, or applicableplatform rules;
• send unsolicited communications or fail to honoropt-outs or do-not-contact requirements;
• engage in targeted advertising in ways thatviolate applicable privacy, anti-discrimination, fair-housing, fair-lending,employment, or consumer-protection laws;
• engage in political, election, or issueadvertising in violation of applicable law or platform rules;
• promote, facilitate, or enable illegal goods,services, or activities;
• collect, process, target, or profile childrenunder 13 unless permitted by law and authorized in writing by AdPrompt;
• upload or transmit malware, viruses, worms,Trojan horses, ransomware, spyware, or other malicious code;
• attempt to gain unauthorized access to theServices, our infrastructure, any Connected Platform, or any account, system,or data that does not belong to you;
• circumvent, disable, or interfere with security,authentication, access control, rate limit, usage measurement, or otherprotective features of the Services;
• interfere with, disrupt, overload, or degradethe Services or the experience of other users;
• use the Services to engage in benchmarking,competitive analysis, or evaluation for the benefit of a competitor;
• engage in reverse engineering, scraping,crawling, or other prohibited activities described in Section 6.3; or
• otherwise use the Services in a mannerinconsistent with these Terms, the Documentation, or any policies we makeavailable.
You are responsible for your use of the Services andfor your Users' use. You will comply with all applicable laws, regulations, andConnected Platform policies, including those relating to privacy, dataprotection, advertising, marketing, consumer protection, telemarketing,electronic communications, anti-spam, political advertising, regulatedindustries, intellectual property, export controls, and economic sanctions.
You will provide all legally required privacy noticesto individuals whose Personal Information you submit to or process through theServices, obtain all required consents and opt-ins, honor all applicableopt-outs and rights requests, and maintain a legally compliant privacy policyon your own websites and applications. If you deploy AdPrompt pixels, tags,SDKs, scripts, or similar technologies on your sites or applications, you areresponsible for disclosing and obtaining any legally required consent for thatcollection.
You are responsible for the content, targeting,audience use, claims, disclosures, substantiation, and overall legality ofcampaigns you create, launch, manage, or measure through the Services, whetheror not generated or recommended by the AI Features. You will review and approveall campaign content, audiences, and settings before launch.
You will maintain records reasonably necessary todemonstrate your compliance with this Section 10, and you will reasonablycooperate with AdPrompt in connection with any inquiry, investigation, or auditrelated to your use of the Services.
Except for the rights expressly granted in these Terms,no rights are transferred between the parties. You retain all right, title, andinterest in Customer Data and Customer Content. AdPrompt retains all right,title, and interest in AdPrompt Materials, and all rights not expressly grantedare reserved by AdPrompt. There are no implied rights or licenses under theseTerms.
If you provide AdPrompt with suggestions, comments,ideas, improvements, or other feedback regarding the Services ("Feedback"), you grant AdPrompt aperpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, andtransferable license to use, reproduce, modify, distribute, and otherwiseexploit the Feedback for any purpose without attribution or compensation. Youwaive any moral rights or similar rights in Feedback to the extent permitted bylaw.
"ConfidentialInformation" means non-public information disclosed by one party (the"Discloser") to the other(the "Recipient") that isidentified as confidential or that a reasonable person would understand to beconfidential under the circumstances. Confidential Information includesbusiness plans, product roadmaps, pricing, technical information, AdPromptMaterials, Customer Data (which is Customer's Confidential Information), andthe terms of any Order Form.
The Recipient will (a) use Confidential Informationonly as necessary to exercise its rights and perform its obligations underthese Terms; (b) protect Confidential Information using at least the same careit uses to protect its own confidential information of similar importance, andin no event less than reasonable care; and (c) not disclose ConfidentialInformation to any third party except to Affiliates, employees, contractors,advisors, and service providers who have a need to know and who are bound by confidentialityobligations no less protective than those in this Section.
Confidential Information does not include informationthat (a) is or becomes publicly available through no fault of the Recipient;(b) is rightfully in the Recipient's possession before disclosure; (c) isrightfully obtained from a third party without confidentiality obligations; or(d) is independently developed by the Recipient without use of or reference tothe Discloser's Confidential Information.
The Recipient may disclose Confidential Information asrequired by law, court order, or regulator, provided that the Recipient, wherelawful and practicable, gives the Discloser reasonable advance notice andcooperates with the Discloser's efforts to seek a protective order or otherappropriate relief.
Our collection, use, and disclosure of PersonalInformation and Customer Data in connection with the Services are described inthe Privacy Policy. The Privacy Policy isincorporated into these Terms by reference. Where required by applicable law orcustomer agreement, AdPrompt offers or enters into a Data Processing Addendumthat governs our processing of Customer Data as a processor, service provider,or contractor.
AdPrompt may make pre-release, alpha, beta, evaluation,preview, or early-access features available ("Beta Features"). Beta Features are provided "as is"and "as available," may contain bugs or errors, may be modified ordiscontinued at any time, may not be subject to the same support or servicecommitments as generally available Services, and are excluded from anywarranties, service levels, or commitments otherwise applicable to theServices. AdPrompt may use information from your use of Beta Features to evaluate,improve, and develop the Services.
AdPrompt may suspend your or any User's access to theServices, in whole or in part, immediately and without prior notice if AdPromptreasonably determines that (a) you have violated these Terms, including theAcceptable Use restrictions in Section 9; (b) your use of the Services poses asecurity, legal, or operational risk to AdPrompt, the Services, othercustomers, or third parties; (c) your account has unpaid fees that are pastdue; (d) suspension is required by applicable law, government request, or ConnectedPlatform requirement; or (e) we reasonably suspect fraud, abuse, orunauthorized access in connection with your Account. We will use commerciallyreasonable efforts to notify you of a suspension where practicable and lawful,and we will restore access when the underlying issue is resolved to ourreasonable satisfaction.
These Terms apply from your acceptance until terminatedas provided in this Section.
You may stop using the Services and may cancel a paidsubscription as described in your Account or applicable Order Form. Subject toSection 4.7, your subscription will remain in effect until the end of thethen-current term.
AdPrompt may terminate these Terms or your Accountimmediately if (a) you materially breach these Terms and do not cure the breachwithin 30 days after written notice, where curable; (b) you violate Section 9(Acceptable Use); (c) we are required to terminate by applicable law, courtorder, or Connected Platform requirement; or (d) you become subject to apetition in bankruptcy, insolvency, receivership, or similar proceeding.
Upon termination of these Terms or your Account: (a)your right to access and use the Services ends; (b) any amounts owed toAdPrompt become immediately due and payable; (c) within a reasonable periodafter termination, AdPrompt will delete or, where reasonably feasible, returnCustomer Data in accordance with the Privacy Policy, any applicable DataProcessing Addendum, your Account settings, and our standard practices, exceptwhere retention is required by law, needed for security or fraud prevention, orotherwise permitted by these Terms; and (d) Sections 1, 4 (for unpaid amounts),5.1, 5.3, 5.4, 6.2, 6.3, 7.2 through 7.7, 11, 12, 13, 14, 17.4, 18, 19, 20, 21,22, 24, 25, 27, 28, 29, and 30 survive termination, along with any otherprovision that by its nature should survive.
You are responsible for exporting or backing upCustomer Data and Customer Content you wish to preserve before termination,using any export features made available through the Services. Aftertermination, AdPrompt has no obligation to retain Customer Data or CustomerContent, except as required by law or as expressly stated in these Terms, aData Processing Addendum, or an Order Form.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THESERVICES, AI FEATURES, AI OUTPUT, ADPROMPT MATERIALS, DOCUMENTATION, AND ANYRELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE,"WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, ADPROMPT AND ITS AFFILIATES, SUPPLIERS, ANDLICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDINGWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM ACOURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, ADPROMPT DOES NOT WARRANTTHAT (A) THE SERVICES OR AI OUTPUT WILL MEET YOUR REQUIREMENTS, BEUNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFULCOMPONENTS; (B) AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, UNIQUE,NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE; (C) THE SERVICES WILLINTEROPERATE WITH ANY CONNECTED PLATFORM IN ANY PARTICULAR WAY; (D) THESERVICES WILL DELIVER ANY PARTICULAR CAMPAIGN, AUDIENCE, OR BUSINESS OUTCOME;OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
ANY THIRD-PARTY MATERIALS OR CONNECTED PLATFORMS ACCESSEDTHROUGH THE SERVICES ARE PROVIDED BY THOSE THIRD PARTIES, NOT BY ADPROMPT.
You will defend, indemnify, and hold harmless AdPromptand its Affiliates, and their respective officers, directors, employees,agents, suppliers, and licensors (the "AdPrompt Indemnitees"), from and against any third-partyclaim, demand, action, proceeding, loss, damage, liability, fine, penalty,settlement, cost, or expense (including reasonable attorneys' fees) arising outof or relating to (a) your or your Users' use of the Services in violation ofthese Terms or applicable law; (b) Customer Data or Customer Content, includingany allegation that Customer Data or Customer Content violates law orthird-party rights; (c) campaigns you create, launch, or manage through theServices, including content, targeting, audience use, claims, disclosures, orconsents; (d) your breach of Section 5.5, Section 9, Section 10, Section 13, oryour other representations or warranties in these Terms; or (e) any disputebetween you and any third party, including a User, Connected Platform,customer, prospect, or end user.
AdPrompt will promptly notify you of any claim subjectto indemnification, give you sole control of the defense and settlement of theclaim (provided that any settlement that imposes any obligation, liability, oradmission of fault on an AdPrompt Indemnitee requires that Indemnitee's priorwritten consent), and reasonably cooperate with you at your expense.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNO EVENT WILL ADPROMPT, ITS AFFILIATES, OR THEIR RESPECTIVE SUPPLIERS ORLICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS,GOODWILL, OPPORTUNITY, DATA, CONTENT, OR ANTICIPATED SAVINGS, ARISING OUT OF ORRELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADPROMPT HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIALPURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THETOTAL CUMULATIVE LIABILITY OF ADPROMPT, ITS AFFILIATES, AND THEIR RESPECTIVESUPPLIERS AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS OR THESERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO ADPROMPTFOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TOLIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). FOR FREE-TIER USE, THE TOTALCUMULATIVE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
The limitations in this Section 20 apply to all causesof action and theories of liability, including breach of contract, tort,statute, or otherwise. The parties acknowledge that these limitations are anessential basis of the bargain between the parties.
Nothing in these Terms excludes or limits a party'sliability for (a) its indemnification obligations; (b) breach ofconfidentiality obligations under Section 13; (c) infringement ormisappropriation of the other party's intellectual property; (d) your obligationto pay fees; (e) your violation of Section 9; or (f) any liability that cannotbe excluded or limited under applicable law.
These Terms, and any dispute arising out of or relatingto these Terms or the Services, are governed by the laws of the State of Idaho,without regard to its conflict-of-laws principles. The United NationsConvention on Contracts for the International Sale of Goods does not apply.
Subject to Section 22, the parties consent to theexclusive jurisdiction and venue of the state and federal courts located in AdaCounty, Idaho, for any dispute not subject to arbitration.
PLEASE READ THISSECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE ALAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
Before initiating arbitration, the parties will attemptto resolve any dispute informally. A party with a dispute will send writtennotice to the other party at the addresses in Section 24, describing thedispute and the relief sought. The parties will negotiate in good faith for atleast 60 days after delivery of the notice. If the dispute is not resolvedwithin that period, either party may initiate arbitration.
Except for the carve-outs in Section 22.4, any dispute,claim, or controversy arising out of or relating to these Terms or the Services(a "Dispute") will beresolved by final and binding arbitration administered by the AmericanArbitration Association ("AAA")under its Commercial Arbitration Rules (or, where applicable, its ConsumerArbitration Rules). The arbitration will be conducted by a single arbitrator.The seat of arbitration will be Ada County, Idaho, and the arbitration may beconducted in person, by phone, by video, or based on written submissions, atthe arbitrator's discretion. The arbitrator's award will be final and bindingand may be entered as a judgment in any court of competent jurisdiction.
Arbitration costs and fees will be allocated asprovided by the applicable AAA rules. Each party will bear its own attorneys'fees, except where the arbitrator is authorized to award attorneys' fees underapplicable law.
Notwithstanding Section 22.2, either party may bring anaction in a court of competent jurisdiction to (a) seek temporary, preliminary,or permanent injunctive or equitable relief, including to prevent or stopactual or threatened infringement, misappropriation, or violation ofintellectual property, confidentiality, or proprietary rights; (b) enforce orprotect intellectual property rights; or (c) bring an individual claim insmall-claims court if the claim qualifies and remains in small-claims court. Filingsuch an action does not waive a party's right to compel arbitration of otherDisputes.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACHPARTY WAIVES (A) THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE,REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION OR ARBITRATION; (B) THE RIGHT TOBRING OR PARTICIPATE IN AN ACTION AS A PRIVATE ATTORNEY GENERAL; AND (C) THERIGHT TO A JURY TRIAL. DISPUTES MAY BE BROUGHT ONLY IN A PARTY'S INDIVIDUALCAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ORREPRESENTATIVE PROCEEDING.
If a court of competent jurisdiction finds theclass-action waiver in this Section 22.5 to be unenforceable as to a particularclaim or relief, that claim or request for relief (and only that claim orrequest) will be severed from arbitration and resolved in court in accordancewith Section 21, while the remainder of this Section 22 will continue to apply.
The Federal Arbitration Act governs the interpretationand enforcement of this Section 22.
To the maximum extent permitted by applicable law, anyDispute must be commenced within one year after the cause of action accrues, orit will be permanently barred.
We may update these Terms from time to time. When wemake material changes, we will update the "Last Updated" date andprovide additional notice where required by law or appropriate, which mayinclude email notice, in-product notice, or a notice posted on our website.Updated Terms will become effective on the date stated in the notice, or, if noeffective date is stated, on the date the updated Terms are posted.
Your continued access to or use of the Services afterupdated Terms become effective constitutes your acceptance of the updatedTerms. If you do not agree to the updated Terms, you must stop using theServices. The Privacy Policy is updated separately as described in the PrivacyPolicy.
You may send legal notices to AdPrompt by email to legal@adprompt.ai. Notices are deemed givenwhen received.
We may send legal notices to you by email to theaddress associated with your Account, by in-product notice, by posting on ourwebsite, or by other reasonable means. Notices are deemed given when sent orposted.
In addition to legal notices, you may receiveoperational, transactional, billing, security, and service-relatedcommunications. These communications are part of the Services, and you may notbe able to opt out of them while you maintain an Account.
You may not assign or transfer these Terms or anyrights or obligations under these Terms, by operation of law or otherwise,without AdPrompt's prior written consent. Any attempted assignment in violationof this Section is void. AdPrompt may assign or transfer these Terms, in wholeor in part, without restriction, including in connection with a merger,acquisition, financing, reorganization, sale of assets, or change of control.These Terms will bind and inure to the benefit of the parties and their permittedsuccessors and assigns.
Neither party will be liable for any delay or failureto perform under these Terms (other than payment obligations) due to causesbeyond its reasonable control, including acts of God, natural disasters,pandemic or epidemic, war, terrorism, riot, civil unrest, government action,labor disturbance, internet or telecommunications failure, utility failure,cyberattack, or denial-of-service attack.
You will comply with all applicable U.S. and non-U.S.export-control, economic-sanctions, and anti-corruption laws and regulations.You will not export, re-export, transfer, or make the Services available,directly or indirectly, to any country, person, entity, or end use prohibitedby applicable law. You represent that neither you nor any User is on any U.S.or other applicable government denied-party or restricted-party list, locatedin or organized under the laws of a country or territory subject to comprehensiveU.S. sanctions, or otherwise restricted under applicable export-control orsanctions laws.
The Services and AdPrompt Materials are"commercial items," "commercial computer software," and"commercial computer software documentation" as defined in applicableU.S. federal acquisition regulations. Use, duplication, and disclosure by anyU.S. government entity is governed solely by these Terms.
These Terms, together with the Privacy Policy, any DataProcessing Addendum, any Order Form, and any other documents expresslyincorporated by reference, constitute the entire agreement between you andAdPrompt regarding the Services and supersede all prior or contemporaneousagreements, communications, and proposals regarding the same subject matter. Inthe event of any conflict, an Order Form signed by both parties controls overthese Terms with respect to its specific subject matter; otherwise, these Termscontrol.
Each party acknowledges that, in entering into theseTerms, it has not relied on any statement, representation, warranty, orunderstanding other than those expressly set out in these Terms.
The parties are independent contractors. These Terms donot create any partnership, joint venture, agency, fiduciary, or employmentrelationship.
These Terms do not confer any rights or benefits on anythird party, except as expressly stated for AdPrompt Indemnitees.
If any provision of these Terms is held invalid orunenforceable, that provision will be modified to the minimum extent necessaryto make it valid and enforceable, or, if it cannot be so modified, severed, andthe remaining provisions will remain in full force and effect.
A party's failure or delay in exercising any rightunder these Terms is not a waiver of that right. Any waiver must be in writingand signed by an authorized representative of the waiving party.
Section headings are for convenience only and do notaffect interpretation. "Including" and "such as" mean"including, without limitation." The English-language version ofthese Terms is the controlling version, even if translated.
These Terms may be accepted electronically and incounterparts. Electronic acceptance and electronic signatures have the samelegal effect as a handwritten signature.
If there is a conflict between these Terms and thePrivacy Policy with respect to the processing of Personal Information, thePrivacy Policy controls. If there is a conflict between these Terms and a DataProcessing Addendum with respect to the processing of Customer Data as aprocessor, service provider, or contractor, the Data Processing Addendumcontrols. Otherwise, these Terms control.
If you have questions about these Terms or theServices, contact us at:
AdPrompt LLCLegal Inquiries: legal@adprompt.aiWebsite: AdPrompt.ai
