Terms of Service

These Terms of Service (the "Terms") are a binding agreement between you and AdSpark AI, operated by [legal entity] ("AdSpark", "we", "us", or "our"), and govern your access to and use of our websites, applications, APIs, and the self-serve and done-for-you services described below (together, the "Service"). By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

1. Who may use the Service

You must be at least 18 years old and able to form a binding contract. If you use the Service on behalf of a company or other organization, you represent that you are authorized to bind that entity to these Terms, and "you" refers to that entity. You are responsible for everyone who uses the Service through your account.

2. Accounts and security

You must provide accurate account information and keep it current. Authentication is handled through our identity provider; you are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly of any unauthorized use. We may refuse, suspend, or reclaim any account or username at our reasonable discretion.

3. The self-serve Service

The self-serve Service lets you generate advertising creative, including ad copy, AI images, AI video, scripts, and related assets ("Creative"), from the briefs, prompts, URLs, and materials you provide ("Inputs"). Paid plans include a monthly generation quota that resets at the start of each billing period and does not roll over. Quotas, variation counts, image and video allowances, and output quality vary by plan and may change.

Creative is generated by artificial intelligence and may be inaccurate, non-original, or unsuitable. You are solely responsible for reviewing, editing, and approving all Creative before you publish, distribute, or run it as advertising.

4. The done-for-you managed service

If you engage our optional done-for-you service, we produce creative and set up, launch, manage, and report on advertising campaigns on your behalf on supported platforms, according to the scope of the tier you select. The following apply to managed engagements:

• Scope. Deliverables (platforms covered, creative volume, reporting cadence, and strategy support) are defined by your selected tier and any written statement of work. Anything not expressly included is out of scope.
• Your ad spend is separate. Our fee is a flat monthly retainer. It does not include your advertising budget, and we do not charge any percentage of your ad spend. Ad spend is billed to you directly by the ad platforms under your own accounts.
• Access and cooperation. You authorize us to access and act within the ad accounts, business accounts, pages, and assets you connect, and you agree to provide timely approvals, brand materials, and information we reasonably need. Delays or lack of access may affect delivery.
• Approvals and responsibility. You remain the advertiser of record. You are responsible for your offers, claims, budgets you approve, and compliance of your campaigns, even where we operate the account on your behalf.
• No results guarantee. We apply professional effort but do not guarantee any specific reach, cost, conversion, revenue, or return on ad spend.
• Cancellation. Either party may cancel a managed engagement as described in Section 6. On termination we will hand off reasonably transferable assets and stop managing spend.

5. Ad platforms and third-party services

The Service relies on and interoperates with third parties, including AI model providers, advertising platforms (for example Meta, Google, and TikTok), payment processors, hosting, and email providers. Your use of any connected platform is also governed by that platform's terms and policies, and you must maintain accounts in good standing with them. We are not responsible for third-party acts, outages, pricing, policy changes, account suspensions, or content moderation decisions, and their availability is outside our control.

6. Fees, billing, and renewals

Paid self-serve plans and managed retainers are billed in advance through our payment processor (Stripe) and renew automatically each billing period until cancelled. By providing a payment method, you authorize recurring charges for the applicable fees and taxes.

• Cancellation. You may cancel a self-serve plan at any time from your account; cancellation takes effect at the end of the current billing period, and you keep access until then. Managed retainers may be cancelled subject to any notice period stated in your order or statement of work.
• No refunds. Except where required by law, fees are non-refundable and there are no refunds or credits for partial periods, unused quota, or unused deliverables.
• Taxes. Fees are exclusive of taxes; you are responsible for applicable sales, use, VAT, GST, and similar taxes.
• Price changes. We may change prices, plans, and quotas. Changes to recurring fees apply from your next billing period after we give reasonable notice.
• Failed payments and chargebacks. If a charge fails, we may retry, suspend, or downgrade your access. Initiating a chargeback for legitimately incurred fees is a breach of these Terms.

7. Free tier and trials

We may offer a free tier or trial with limited generations and features, provided "as is" and subject to change or withdrawal at any time. You may not create multiple accounts or otherwise abuse free access to exceed its limits.

8. Acceptable use

You agree not to use the Service to create, launch, or facilitate advertising or content that is deceptive, fraudulent, defamatory, infringing, harassing, hateful, or otherwise unlawful, and not to:

• violate any advertising platform's policies or any applicable law, including consumer-protection, advertising, and data-protection laws;
• make false or unsubstantiated claims, or advertise into restricted or prohibited categories without meeting all legal and platform requirements;
• impersonate any person or brand, or use a real person's name, voice, or likeness without their consent, or present AI-generated personas as real customers, testimonials, or endorsements;
• infringe or misappropriate intellectual property, publicity, or privacy rights;
• upload malware, attempt to breach or probe the Service, scrape or reverse-engineer it, circumvent quotas or rate limits, or resell or provide the Service to third parties except as expressly permitted;
• use the Service to build or train a competing product, or to generate content that violates the terms of our model or platform providers.

We may review, refuse, or remove content and suspend accounts that we reasonably believe violate this Section, but we are not obligated to monitor and are not responsible for user content.

9. AI-generated content and disclosure

Creative is produced with artificial intelligence and may contain errors, biases, or material that resembles existing works. It does not constitute legal, financial, medical, or professional advice, and you must independently verify facts, claims, and rights before use.

You are responsible for complying with all laws and platform rules on AI-generated and synthetic media, including disclosure and labeling requirements (for example those of the U.S. Federal Trade Commission and the ad platforms). Where we provide AI-disclosure labels, provenance metadata, or similar features, they are a convenience and do not transfer your compliance obligations to us. You must not remove or falsify AI-disclosure information, and you must obtain all consents required to depict real people.

10. Intellectual property and content ownership

Our property

The Service, including our software, models integration, prompts, templates, user interfaces, brand, and the aggregated, de-identified performance benchmarks and insights we develop, is owned by us or our licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription. All rights not expressly granted are reserved.

Your Inputs and the Creative

You retain ownership of your Inputs. As between you and us, and subject to your compliance with these Terms, your active subscription, and the terms of the underlying AI model providers, you own the Creative generated for you, and you may use it for your advertising. Because generative models can produce similar outputs for different users, we do not warrant that Creative is unique or that it does not resemble other outputs.

Licenses you grant us

You grant us a worldwide, royalty-free license to host, process, reproduce, and modify your Inputs, Creative, and campaign data as needed to operate, secure, support, and improve the Service and to perform managed campaigns. We may also create and use aggregated, de-identified data and performance benchmarks derived from usage, provided they do not identify you or your customers. You represent that you have all rights necessary to grant these licenses and to submit your Inputs.

Feedback

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or obligation to you.

11. Your representations and responsibilities

You represent and warrant that you own or have the rights to your Inputs and connected assets, that your ads and offers are truthful and lawful and can be substantiated, that you will comply with all applicable laws and platform policies, and that your use of the Service will not infringe or violate the rights of any third party. You are responsible for the legality and performance of the ads you run.

12. Privacy and confidentiality

Our handling of personal data is described in our Privacy Policy. Each party will protect the other's non-public information disclosed in connection with the Service and use it only to perform under these Terms, except for information that is public, independently developed, or required to be disclosed by law.

13. Disclaimers

THE SERVICE AND ALL CREATIVE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, secure, or error-free, that Creative will be accurate or original, or that any advertising result, reach, cost, conversion, revenue, or return on ad spend will be achieved.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR AD SPEND, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID TO US FOR THE SERVICE IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to liability that cannot be limited under applicable law.

15. Indemnification

You will defend, indemnify, and hold harmless AdSpark and its affiliates, officers, and staff from and against any claims, damages, liabilities, and reasonable costs (including legal fees) arising out of or related to your Inputs, your advertising and offers, your use of the Service, your violation of these Terms or applicable law, or your infringement of any third-party right.

16. Term, suspension, and termination

These Terms apply while you use the Service. You may stop using the Service and cancel as described in Section 6. We may suspend or terminate your access, with or without notice, if you breach these Terms, create risk or legal exposure, or fail to pay. On termination, your right to use the Service ends; provisions that by their nature should survive (including Sections 6, 8 to 11, and 13 to 18) will survive. We may retain and delete data as described in the Privacy Policy and by law.

17. Changes to the Service and these Terms

We may modify or discontinue features of the Service at any time. We may update these Terms, and if changes are material we will provide reasonable notice (for example by email or in-app). Changes take effect when posted or on the stated effective date, and your continued use after that constitutes acceptance. If you do not agree, stop using the Service.

18. Governing law and disputes

These Terms are governed by the laws of [jurisdiction], without regard to conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the courts located there, unless applicable law grants you rights in your place of residence that cannot be waived. To the extent permitted by law, any dispute will be resolved on an individual basis, and you and we waive any right to participate in a class or representative action. [If you intend to require arbitration or a specific venue, have counsel insert the appropriate clause here.]

19. General

These Terms, together with the Privacy Policy and any order or statement of work, are the entire agreement between you and us regarding the Service and supersede prior agreements. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to you may be sent to your account email; notices to us must be sent to the contact below.

20. Contact

Questions about these Terms: support@adspark.ai. Legal notices: [legal entity and notice address].