Terms of Service
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 Terms govern your access to and use of the AdPrompt websites, web and mobile applications, 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 a button or checkbox to accept these Terms, signing an order form that references these Terms, or otherwise using the Services, you agree to these Terms. If you do 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 have authority to bind that entity to these Terms, and "Customer" refers to that entity.
These Terms contain important provisions that affect your legal rights, including an agreement to resolve most disputes by binding arbitration on an individual basis and a class action waiver (Section 22). Please read these Terms carefully.
Table of Contents
3. Accounts, Eligibility, and Access
4. Free Tier, Paid Plans, Fees, and Billing
5. Customer Data: Ownership and License
6. AdPrompt Materials and License to You
8. Third-Party Platforms, Integrations, and Connected Services
10. Customer Responsibilities and Compliance
14. Privacy and Data Protection
15. Beta and Early-Access Features
22. Dispute Resolution; Arbitration; Class Action Waiver
27. Export, Sanctions, and Anti-Corruption
1. Definitions
Capitalized terms used in these Terms have the meanings given 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, or is under common control with a party.
• "AI Features" means the machine learning, large language model, predictive, optimization, generative, and other AI-related capabilities of the Services.
• "AI Output" means content, text, images, recommendations, predictions, audiences, suggestions, summaries, plans, or other output generated by the AI Features.
• "Confidential Information" has the meaning given in Section 13.
• "Connected Platform" 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, listings services, CRM systems, analytics tools, payment processors, and local media partners.
• "Customer Data" means information that you, your Users, or your Connected Platforms submit, upload, transmit, or otherwise provide to AdPrompt through the 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 make generally available for the Services.
• "Order Form" means an ordering document, online checkout, plan selection, or invoice that references these Terms and identifies the Services, plan, and fees.
• "Personal Information" has the meaning given in the Privacy Policy.
• "Privacy Policy" means the AdPrompt Privacy Policy available at AdPrompt.ai, as updated 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.
2. The Services
The Services help businesses plan, create, launch, manage, measure, and optimize local and digital advertising campaigns; manage marketing assets; coordinate ad spend across channels; connect to Connected Platforms; 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 to time. We will use commercially reasonable efforts not to materially diminish the core functionality of a paid Service during your then-current paid subscription term without giving notice or providing a substantially equivalent replacement, except where necessary for security, legal compliance, or to address risks of harm.
The Services are designed for business use. They are not intended for consumer, personal, household, or non-business use.
3. Accounts, Eligibility, and Access
3.1 Eligibility
To use the Services, you must (a) be at least 18 years old and have the legal capacity to enter into a binding contract; (b) be a business or be acting on behalf of a business; (c) not be barred from using the Services under applicable law; and (d) not be located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and not be on any U.S. government denied-party or restricted-party list.
3.2 Registration
To access most features, you must create an Account and provide accurate, current, and complete registration information. You agree to keep your registration information up to date.
3.3 Account Security
You are responsible for safeguarding your Account credentials and for all activity that occurs under your Account, whether or not authorized by you. You must promptly notify us at [email protected] of any actual or suspected unauthorized access to or use of your Account.
3.4 Users and Workspaces
You may permit Users to access the Services through your Account, subject to the access limits of your plan. You are responsible for your Users' compliance with these Terms and for all acts and omissions of your Users in connection with the Services. You are also responsible for ensuring that you have all necessary rights and consents to grant your Users access 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 the Account is the Customer for purposes of these Terms, and information associated with your use of the Services may be visible to administrators and other authorized Users in the Account.
4. Free Tier, Paid Plans, Fees, and Billing
4.1 Free Tier
AdPrompt may make a free or freemium tier of the Services available. The free tier is provided "as is" and may have limited features, usage caps, retention limits, integration limits, support limits, or other restrictions described in the Documentation or at the point of sign-up. We may modify, restrict, suspend, or discontinue the free tier, in whole or in part, at any time, with or without notice. Sections of these Terms that protect AdPrompt (including Sections 5 through 29) apply to free-tier use.
4.2 Paid Plans
Paid plans, features, fees, billing frequency, and renewal 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 you select.
4.3 Auto-Renewal
Unless an Order Form states otherwise, paid subscriptions automatically renew at the end of each subscription term for an additional term of the same length at the then-current price. You may turn off auto-renewal through your Account or by contacting [email protected] before the end of the then-current term.
4.4 Payment Methods
You authorize AdPrompt and our payment processors to charge the payment method you provide for all applicable fees, taxes, and other amounts due. You are responsible for keeping your payment information current.
4.5 Taxes
Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, withholding, excise, or similar taxes and duties, other than taxes imposed on AdPrompt's net income.
4.6 Ad Spend and Pass-Through Costs
If you use the Services to manage campaigns on Connected Platforms, you remain responsible for amounts you authorize to be spent on those Connected Platforms (such as ad spend, media costs, and platform fees). Ad spend amounts are charged by, and payable to, the Connected Platform or as configured through the Services, and are separate from AdPrompt's subscription fees.
4.7 No Refunds
Except as expressly stated in these Terms, on an applicable Order Form, or as required by applicable law, all fees are non-refundable, and we do not provide refunds or credits for partial subscription periods, unused features, downgrades, or termination by you for convenience.
4.8 Late Payments
Any amount not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. We may also suspend or terminate the Services for non-payment as described in Sections 16 and 17.
4.9 Price Changes
We may change the prices for paid Services. Price changes for a renewal term will take effect on the next renewal after we give you at least 30 days' notice (by email, in-Account notice, or other reasonable means). If you do not accept the price change, you may turn off auto-renewal so that the new price does not apply.
5. Customer Data: Ownership and License
5.1 Ownership of Customer Data
As between you and AdPrompt, you own and retain all right, title, and interest in and to Customer Data, including all intellectual property rights in Customer Data. AdPrompt does not claim ownership of Customer Data.
5.2 License to AdPrompt
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 necessary to (a) provide, maintain, secure, and improve the Services for you; (b) prevent or address service, security, or technical issues; (c) carry out your instructions and configurations; (d) comply with applicable law and legal process; and (e) enforce these Terms.
5.3 Aggregated and De-Identified Data
AdPrompt may create aggregated, de-identified, or anonymized data derived from Customer Data and your use of the Services and may use 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, any individual, household, customer, or end user.
5.4 Limits on AdPrompt's Use of Customer Data
Unless we separately agree in writing or you give us your express permission, we will not (a) use identifiable Customer Data to train 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 the Services, as you instruct, as permitted by these Terms or an applicable agreement, or as required by law.
5.5 Your Responsibility for Customer Data
You represent and warrant that (a) you have all necessary rights, consents, permissions, licenses, and legal bases to provide Customer Data to AdPrompt and to authorize the processing described in these Terms and the Privacy Policy; (b) Customer Data does not violate any applicable law, contract, intellectual property right, privacy right, or other third-party right; and (c) you have provided all required notices to, and obtained all required consents from, individuals whose Personal Information is included in Customer Data.
5.6 Prohibited Data
You will not submit to the Services any data that is governed by laws or regulations imposing heightened obligations beyond those addressed in these Terms or our standard Data Processing Addendum unless we have expressly agreed in writing, including protected health information governed by HIPAA, payment card data (other than as needed to pay AdPrompt), government-issued identifiers, biometric or genetic identifiers, or information from or about children under 13.
6. AdPrompt Materials and License to You
6.1 License to Use the Services
Subject to your compliance with these Terms and timely payment of applicable fees, AdPrompt grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of your subscription to access and use the Services for your internal business purposes.
6.2 AdPrompt Materials
AdPrompt and its licensors own all right, title, and interest in and to the Services, the Platform, the Documentation, AdPrompt software, AdPrompt models and model weights, AdPrompt training data and training methodologies, AdPrompt branding, and all related intellectual property (collectively, "AdPrompt Materials"). No rights are granted to you in AdPrompt Materials except as expressly set out in these Terms.
6.3 Restrictions
You will not, and will not permit anyone else to: (a) sell, resell, sublicense, rent, lease, lend, time-share, or otherwise commercially exploit the Services or AdPrompt Materials except as expressly permitted; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, model weights, or underlying algorithms of the Services, except to the extent applicable law prohibits this restriction; (c) copy, modify, translate, or create derivative works of the Services or AdPrompt Materials; (d) remove, alter, or obscure any proprietary notices on the Services or AdPrompt Materials; (e) use the Services to build, train, or improve a competing product, model, or service; (f) use the Services to develop machine-learning training datasets, benchmarks, or model evaluations for the benefit of any party other than AdPrompt; (g) interfere with or disrupt the integrity, security, or performance of the Services; (h) access the Services through automated means or unauthorized scraping; or (i) exceed the access, seat, usage, or rate limits of your plan.
6.4 Customer Content
"Customer Content" means content, text, images, brand assets, campaign briefs, prompts, and other material you submit to the Services (other than Customer Data). As between you and AdPrompt, you retain ownership of your Customer Content. You grant AdPrompt and its subprocessors a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, modify, and otherwise use Customer Content as necessary to provide the Services to you and to carry out your instructions, including generating AI Output, launching campaigns, and integrating with Connected Platforms.
7. AI Features and Output
7.1 AI Features
The Services include AI Features that may help you generate campaign ideas, draft ad copy, create creative concepts, recommend audiences and channels, allocate budgets, summarize performance, identify optimization opportunities, and perform other marketing and advertising workflows.
7.2 Nature of AI Output
AI Output is generated based on probabilistic models and may be incomplete, inaccurate, biased, out of date, or otherwise unsuitable for your intended purpose. AI Output may not be unique to you, and similar or identical AI Output may be generated for other customers based on similar inputs. AdPrompt does not warrant the accuracy, completeness, reliability, or suitability of AI Output for any particular purpose.
7.3 Human Review and Responsibility
You are responsible for reviewing, evaluating, editing, approving, and controlling how AI Output is used. You should not rely on AI Output 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 legal restriction; or any use that could produce legal or similarly significant effects concerning individuals.
7.4 AI Output Ownership
As between you and AdPrompt, and subject to your compliance with these Terms, you may use AI Output generated for you in connection with your authorized use of the Services. AdPrompt does not claim ownership of AI Output you generate, but AdPrompt makes no representation that AI Output is original, non-infringing, or eligible for copyright or other intellectual property protection. You are responsible for confirming that your use of AI Output complies with applicable law and third-party rights.
7.5 AI Use of Customer Data
Section 5.4 governs AdPrompt's use of Customer Data for AI training and model improvement. We may use aggregated, de-identified, or anonymized information derived from Customer Data and campaign performance to improve the Services and the AI Features, provided that the data is not reasonably capable of identifying any individual, household, customer, or end user.
7.6 Third-Party AI Providers
The AI Features may rely on third-party AI infrastructure providers, model providers, or cloud providers. When we use these providers, we take reasonable steps designed to ensure that they process data only to provide services to AdPrompt and protect it appropriately, and we do not permit them to use identifiable Customer Data to train their general-purpose models unless permitted under these Terms or an applicable agreement with you.
7.7 Prohibited AI Uses
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) generate sexually explicit content involving minors; (c) generate content intended to impersonate real individuals, including public figures, without rights or consent; (d) make automated decisions that produce legal or similarly significant effects without appropriate human oversight; (e) target individuals based on sensitive characteristics in violation of applicable advertising laws; or (f) violate any other restriction in Section 9.
8. Third-Party Platforms, Integrations, and Connected Services
8.1 Connected Platforms
The Services may interoperate with, send data to, and receive data from Connected Platforms. To use these features, you may need to authenticate, link, or grant permissions to your accounts on those Connected Platforms.
8.2 Your Instructions to Disclose
By connecting a Connected Platform to your Account or instructing AdPrompt to launch, optimize, or measure campaigns through a Connected Platform, you authorize AdPrompt to send Customer Data, Customer Content, campaign settings, creative assets, audience information, conversion events, customer identifiers, and performance data to that Connected Platform as necessary to carry out your instructions and provide the Services.
8.3 Independent Terms
Connected Platforms are operated by third parties and are subject to their own terms, privacy policies, and policies regarding advertising, data use, and acceptable use. AdPrompt is not responsible for Connected Platforms, their availability, their data practices, or how they process information disclosed to them at your direction. You are responsible for reviewing, accepting, and complying with the terms and policies of Connected Platforms you use.
8.4 Changes to Connected Platforms
Connected Platforms may change, restrict, suspend, or discontinue 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 Connected Platforms.
9. Acceptable Use
You will not, and will not permit any User or third party acting on your behalf to, use the Services to:
• violate any applicable law, regulation, court order, or third-party right;
• infringe any patent, copyright, trademark, trade secret, publicity, privacy, or other intellectual property or proprietary right;
• send unlawful, deceptive, misleading, fraudulent, defamatory, threatening, harassing, hateful, or harmful communications;
• conduct any form of unlawful email, SMS, telemarketing, or other communications, including communications that violate the CAN-SPAM Act, TCPA, applicable telemarketing or SMS laws, or applicable platform rules;
• send unsolicited communications or fail to honor opt-outs or do-not-contact requirements;
• engage in targeted advertising in ways that violate applicable privacy, anti-discrimination, fair-housing, fair-lending, employment, or consumer-protection laws;
• engage in political, election, or issue advertising in violation of applicable law or platform rules;
• promote, facilitate, or enable illegal goods, services, or activities;
• collect, process, target, or profile children under 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 the Services, 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 other protective features of the Services;
• interfere with, disrupt, overload, or degrade the 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 manner inconsistent with these Terms, the Documentation, or any policies we make available.
10. Customer Responsibilities and Compliance
10.1 Your Compliance
You are responsible for your use of the Services and for your Users' use. You will comply with all applicable laws, regulations, and Connected Platform policies, including those relating to privacy, data protection, advertising, marketing, consumer protection, telemarketing, electronic communications, anti-spam, political advertising, regulated industries, intellectual property, export controls, and economic sanctions.
10.2 Notices, Consents, and Opt-Outs
You will provide all legally required privacy notices to individuals whose Personal Information you submit to or process through the Services, obtain all required consents and opt-ins, honor all applicable opt-outs and rights requests, and maintain a legally compliant privacy policy on your own websites and applications. If you deploy AdPrompt pixels, tags, SDKs, scripts, or similar technologies on your sites or applications, you are responsible for disclosing and obtaining any legally required consent for that collection.
10.3 Campaigns and Claims
You are responsible for the content, targeting, audience use, claims, disclosures, substantiation, and overall legality of campaigns you create, launch, manage, or measure through the Services, whether or not generated or recommended by the AI Features. You will review and approve all campaign content, audiences, and settings before launch.
10.4 Records and Cooperation
You will maintain records reasonably necessary to demonstrate your compliance with this Section 10, and you will reasonably cooperate with AdPrompt in connection with any inquiry, investigation, or audit related to your use of the Services.
11. Intellectual Property
Except for the rights expressly granted in these Terms, no rights are transferred between the parties. You retain all right, title, and interest in Customer Data and Customer Content. AdPrompt retains all right, title, and interest in AdPrompt Materials, and all rights not expressly granted are reserved by AdPrompt. There are no implied rights or licenses under these Terms.
12. Feedback
If you provide AdPrompt with suggestions, comments, ideas, improvements, or other feedback regarding the Services ("Feedback"), you grant AdPrompt a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose without attribution or compensation. You waive any moral rights or similar rights in Feedback to the extent permitted bylaw.
13. Confidentiality
13.1 Definition
"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes business plans, product roadmaps, pricing, technical information, AdPrompt Materials, Customer Data (which is Customer's Confidential Information), and the terms of any Order Form.
13.2 Obligations
The Recipient will (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information using at least the same care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to Affiliates, employees, contractors, advisors, and service providers who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.
13.3 Exceptions
Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient; (b) is rightfully in the Recipient's possession before disclosure; (c) is rightfully obtained from a third party without confidentiality obligations; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.
13.4 Required Disclosure
The Recipient may disclose Confidential Information as required by law, court order, or regulator, provided that the Recipient, where lawful and practicable, gives the Discloser reasonable advance notice and cooperates with the Discloser's efforts to seek a protective order or other appropriate relief.
14. Privacy and Data Protection
Our collection, use, and disclosure of Personal Information and Customer Data in connection with the Services are described in the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference. Where required by applicable law or customer agreement, AdPrompt offers or enters into a Data Processing Addendum that governs our processing of Customer Data as a processor, service provider, or contractor.
15. Beta and Early-Access Features
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 or discontinued at any time, may not be subject to the same support or service commitments as generally available Services, and are excluded from any warranties, service levels, or commitments otherwise applicable to the Services. AdPrompt may use information from your use of Beta Features to evaluate, improve, and develop the Services.
16. Suspension
AdPrompt may suspend your or any User's access to the Services, in whole or in part, immediately and without prior notice if AdPrompt reasonably determines that (a) you have violated these Terms, including the Acceptable Use restrictions in Section 9; (b) your use of the Services poses a security, legal, or operational risk to AdPrompt, the Services, other customers, or third parties; (c) your account has unpaid fees that are past due; (d) suspension is required by applicable law, government request, or Connected Platform requirement; or (e) we reasonably suspect fraud, abuse, or unauthorized access in connection with your Account. We will use commercially reasonable efforts to notify you of a suspension where practicable and lawful, and we will restore access when the underlying issue is resolved to our reasonable satisfaction.
17. Term and Termination
17.1 Term
These Terms apply from your acceptance until terminated as provided in this Section.
17.2 Termination by You
You may stop using the Services and may cancel a paid subscription as described in your Account or applicable Order Form. Subject to Section 4.7, your subscription will remain in effect until the end of the then-current term.
17.3 Termination by AdPrompt
AdPrompt may terminate these Terms or your Account immediately if (a) you materially breach these Terms and do not cure the breach within 30 days after written notice, where curable; (b) you violate Section 9(Acceptable Use); (c) we are required to terminate by applicable law, court order, or Connected Platform requirement; or (d) you become subject to a petition in bankruptcy, insolvency, receivership, or similar proceeding.
17.4 Effect of Termination
Upon termination of these Terms or your Account: (a) your right to access and use the Services ends; (b) any amounts owed to AdPrompt become immediately due and payable; (c) within a reasonable period after termination, AdPrompt will delete or, where reasonably feasible, return Customer Data in accordance with the Privacy Policy, any applicable Data Processing Addendum, your Account settings, and our standard practices, except where retention is required by law, needed for security or fraud prevention, or otherwise 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 other provision that by its nature should survive.
17.5 Customer Data After Termination
You are responsible for exporting or backing up Customer Data and Customer Content you wish to preserve before termination, using any export features made available through the Services. After termination, AdPrompt has no obligation to retain Customer Data or Customer Content, except as required by law or as expressly stated in these Terms, a Data Processing Addendum, or an Order Form.
18. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, AI FEATURES, AI OUTPUT, ADPROMPT MATERIALS, DOCUMENTATION, AND ANY RELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADPROMPT AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, ADPROMPT DOES NOT WARRANT THAT (A) THE SERVICES OR AI OUTPUT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (B) AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, UNIQUE, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE; (C) THE SERVICES WILL INTEROPERATE WITH ANY CONNECTED PLATFORM IN ANY PARTICULAR WAY; (D) THE SERVICES 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 ACCESSED THROUGH THE SERVICES ARE PROVIDED BY THOSE THIRD PARTIES, NOT BY ADPROMPT.
19. Indemnification
19.1 Your Indemnity
You will defend, indemnify, and hold harmless AdPrompt and its Affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors (the "AdPrompt Indemnitees"), from and against any third-party claim, demand, action, proceeding, loss, damage, liability, fine, penalty, settlement, cost, or expense (including reasonable attorneys' fees) arising out of or relating to (a) your or your Users' use of the Services in violation of these Terms or applicable law; (b) Customer Data or Customer Content, including any allegation that Customer Data or Customer Content violates law or third-party rights; (c) campaigns you create, launch, or manage through the Services, including content, targeting, audience use, claims, disclosures, or consents; (d) your breach of Section 5.5, Section 9, Section 10, Section 13, or your other representations or warranties in these Terms; or (e) any dispute between you and any third party, including a User, Connected Platform, customer, prospect, or end user.
19.2 Process
AdPrompt will promptly notify you of any claim subject to indemnification, give you sole control of the defense and settlement of the claim (provided that any settlement that imposes any obligation, liability, or admission of fault on an AdPrompt Indemnitee requires that Indemnitee's prior written consent), and reasonably cooperate with you at your expense.
20. Limitation of Liability
20.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ADPROMPT, ITS AFFILIATES, OR THEIR RESPECTIVE SUPPLIERS OR LICENSORS 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 OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADPROMPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20.2 Aggregate Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF ADPROMPT, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO ADPROMPT FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). FOR FREE-TIER USE, THE TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
20.3 Application
The limitations in this Section 20 apply to all causes of action and theories of liability, including breach of contract, tort, statute, or otherwise. The parties acknowledge that these limitations are an essential basis of the bargain between the parties.
20.4 Exceptions
Nothing in these Terms excludes or limits a party's liability for (a) its indemnification obligations; (b) breach of confidentiality obligations under Section 13; (c) infringement or misappropriation of the other party's intellectual property; (d) your obligation to pay fees; (e) your violation of Section 9; or (f) any liability that cannot be excluded or limited under applicable law.
21. Governing Law and Venue
These Terms, and any dispute arising out of or relating to 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 Nations Convention on Contracts for the International Sale of Goods does not apply.
Subject to Section 22, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Ada County, Idaho, for any dispute not subject to arbitration.
22. Dispute Resolution; Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
22.1 Informal Resolution
Before initiating arbitration, the parties will attempt to resolve any dispute informally. A party with a dispute will send written notice to the other party at the addresses in Section 24, describing the dispute and the relief sought. The parties will negotiate in good faith for at least 60 days after delivery of the notice. If the dispute is not resolved within that period, either party may initiate arbitration.
22.2 Binding 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 be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules). The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Ada County, Idaho, and the arbitration may be conducted in person, by phone, by video, or based on written submissions, at the arbitrator's discretion. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
22.3 Arbitration Costs
Arbitration costs and fees will be allocated as provided by the applicable AAA rules. Each party will bear its own attorneys' fees, except where the arbitrator is authorized to award attorneys' fees under applicable law.
22.4 Carve-Outs from Arbitration
Notwithstanding Section 22.2, either party may bring an action in a court of competent jurisdiction to (a) seek temporary, preliminary, or permanent injunctive or equitable relief, including to prevent or stop actual or threatened infringement, misappropriation, or violation of intellectual property, confidentiality, or proprietary rights; (b) enforce or protect intellectual property rights; or (c) bring an individual claim in small-claims court if the claim qualifies and remains in small-claims court. Filing such an action does not waive a party's right to compel arbitration of other Disputes.
22.5 Class Action and Jury Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES (A) THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION OR ARBITRATION; (B) THE RIGHT TO BRING OR PARTICIPATE IN AN ACTION AS A PRIVATE ATTORNEY GENERAL; AND (C) THE RIGHT TO A JURY TRIAL. DISPUTES MAY BE BROUGHT ONLY IN A PARTY'S INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
If a court of competent jurisdiction finds the class-action waiver in this Section 22.5 to be unenforceable as to a particular claim or relief, that claim or request for relief (and only that claim or request) will be severed from arbitration and resolved in court in accordance with Section 21, while the remainder of this Section 22 will continue to apply.
22.6 Federal Arbitration Act
The Federal Arbitration Act governs the interpretation and enforcement of this Section 22.
22.7 Time Limit
To the maximum extent permitted by applicable law, any Dispute must be commenced within one year after the cause of action accrues, or it will be permanently barred.
23. Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date and provide additional notice where required by law or appropriate, which may include 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 no effective date is stated, on the date the updated Terms are posted.
Your continued access to or use of the Services after updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services. The Privacy Policy is updated separately as described in the Privacy Policy.
24. Notices
24.1 Notices to AdPrompt
You may send legal notices to AdPrompt by email to [email protected]. Notices are deemed given when received.
24.2 Notices to You
We may send legal notices to you by email to the address associated with your Account, by in-product notice, by posting on our website, or by other reasonable means. Notices are deemed given when sent or posted.
24.3 Operational Communications
In addition to legal notices, you may receive operational, transactional, billing, security, and service-related communications. These communications are part of the Services, and you may not be able to opt out of them while you maintain an Account.
25. Assignment
You may not assign or transfer these Terms or any rights or obligations under these Terms, by operation of law or otherwise, without AdPrompt's prior written consent. Any attempted assignment in violation of this Section is void. AdPrompt may assign or transfer these Terms, in whole or 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 permitted successors and assigns.
26. Force Majeure
Neither party will be liable for any delay or failure to perform under these Terms (other than payment obligations) due to causes beyond 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.
27. Export, Sanctions, and Anti-Corruption
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 prohibited by 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, located in or organized under the laws of a country or territory subject to comprehensive U.S. sanctions, or otherwise restricted under applicable export-control or sanctions laws.
28. Government Use
The Services and AdPrompt Materials are"commercial items," "commercial computer software," and"commercial computer software documentation" as defined in applicable U.S. federal acquisition regulations. Use, duplication, and disclosure by any U.S. government entity is governed solely by these Terms.
29. Miscellaneous
29.1 Entire Agreement
These Terms, together with the Privacy Policy, any Data Processing Addendum, any Order Form, and any other documents expressly incorporated by reference, constitute the entire agreement between you and AdPrompt regarding the Services and supersede all prior or contemporaneous agreements, communications, and proposals regarding the same subject matter. In the event of any conflict, an Order Form signed by both parties controls over these Terms with respect to its specific subject matter; otherwise, these Terms control.
29.2 No Reliance
Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
29.3 Independent Contractors
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.
29.4 No Third-Party Beneficiaries
These Terms do not confer any rights or benefits on any third party, except as expressly stated for AdPrompt Indemnitees.
29.5 Severability
If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or, if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect.
29.6 Waiver
A party's failure or delay in exercising any right under these Terms is not a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party.
29.7 Construction
Section headings are for convenience only and do not affect interpretation. "Including" and "such as" mean"including, without limitation." The English-language version of these Terms is the controlling version, even if translated.
29.8 Counterparts and Electronic Acceptance
These Terms may be accepted electronically and in counterparts. Electronic acceptance and electronic signatures have the same legal effect as a handwritten signature.
29.9 Conflicts
If there is a conflict between these Terms and the Privacy Policy with respect to the processing of Personal Information, the Privacy Policy controls. If there is a conflict between these Terms and a Data Processing Addendum with respect to the processing of Customer Data as a processor, service provider, or contractor, the Data Processing Addendum controls. Otherwise, these Terms control.
30. Contact
If you have questions about these Terms or the Services, contact us at:
AdPrompt LLC
Legal Inquiries: [email protected]
Website: AdPrompt.ai