Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and AdUtc, Inc. ("AdUtc," "we," "us," or "our") governing your access to and use of the AdUtc advertising management platform, website, APIs, and all related services (collectively, the "Services").

By creating an account, clicking "I Agree," or accessing or using any portion of the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Definitions

For the purposes of these Terms:

• "Account" means your registered user account that provides access to the Services.
• "Ad Campaign" means any advertising campaign created, managed, or optimized through our platform.
• "Content" means text, images, videos, data, and any other materials you upload, submit, or transmit through the Services.
• "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential.
• "Subscription" means a paid plan granting access to specific features of the Services for a defined term.
• "Third-Party Platforms" means external advertising networks and services (e.g., Google Ads, Meta Business Manager, TikTok for Business) that you connect to AdUtc.
• "Usage Data" means anonymized, aggregated data about how the Services are used, which AdUtc may use to improve its products.

3. Account Registration & Security

To access most features of AdUtc, you must register for an account. When registering, you agree to:

• Provide accurate, current, and complete information about yourself or your organization.
• Maintain and promptly update your account information to keep it accurate.
• Maintain the security and confidentiality of your login credentials.
• Accept responsibility for all activities that occur under your account.
• Notify us immediately at [email protected] of any unauthorized access or security breach.

You may not share your account credentials with any other person or allow others to access your account except authorized team members you explicitly invite through the platform's team management feature.

AdUtc reserves the right to suspend or terminate any account that we reasonably believe has been compromised or is being used in violation of these Terms.

You must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher) to create an account. By registering, you represent that you meet this age requirement.

4. License to Use the Services

Subject to your compliance with these Terms and payment of applicable fees, AdUtc grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes in accordance with your Subscription plan.

This license does not include the right to:

• Copy, modify, distribute, sell, or lease any part of the Services.
• Reverse engineer, decompile, or attempt to extract the source code of any software underlying the Services.
• Create derivative works based on the Services or any portion thereof.
• Access the Services to build a competing product or service.
• Use automated tools (bots, scrapers, crawlers) to access the Services except through our official APIs with our written permission.

5. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You expressly agree NOT to use the Services to:

• Violate any applicable local, national, or international law or regulation.
• Infringe upon the intellectual property rights, privacy rights, or other rights of any third party.
• Transmit any unsolicited commercial communications (spam) in violation of applicable laws.
• Upload or distribute malware, viruses, or any other malicious code.
• Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.
• Attempt to gain unauthorized access to any part of the Services, other accounts, or systems connected to AdUtc.
• Conduct denial-of-service attacks or any activity that degrades our service availability.
• Impersonate any person or entity or misrepresent your affiliation.
• Collect or harvest personally identifiable information from other users without their consent.
• Use the Services for any purpose that is deceptive, fraudulent, or misleading.

AdUtc may monitor use of the Services for compliance purposes. Violations may result in immediate account suspension or termination.

6. Advertising Content Rules

You are solely responsible for all Ad Campaigns, creatives, landing pages, and other Content you publish through AdUtc. You represent and warrant that all advertising Content you create or distribute through our platform:

• Complies with all applicable laws, including but not limited to consumer protection laws, advertising standards, FTC guidelines, and regulations specific to your industry (e.g., financial services, healthcare, pharmaceutical).
• Complies with the advertising policies of all Third-Party Platforms you target through AdUtc.
• Is truthful, accurate, and not deceptive or misleading in any way.
• Does not promote illegal products or services, including but not limited to illegal drugs, weapons, counterfeit goods, or services prohibited in the target jurisdiction.
• Does not contain hate speech, discriminatory content, or material that promotes violence or harassment.
• Does not target individuals based on sensitive personal characteristics (race, religion, health conditions, sexual orientation) in a discriminatory manner.
• Does not infringe upon any copyright, trademark, patent, or other intellectual property right.
• Includes all legally required disclosures (e.g., "Ad" labels, financial disclaimers, health warnings where required).

AdUtc reserves the right to review, reject, pause, or remove any Ad Campaign that we believe violates these rules or our policies. Such actions do not create any liability on our part, and you remain responsible for ensuring compliance.

7. Payment, Billing & Subscriptions

Subscription Fees: Access to certain features requires a paid Subscription. Fees are charged in advance on a monthly or annual basis as specified at the time of purchase. All fees are in US Dollars unless otherwise stated.

Free Trial: AdUtc may offer free trial periods. At the end of the trial, you will be charged for the selected plan unless you cancel before the trial expires. No credit card is required for trials without payment information collection.

Auto-Renewal: Subscriptions automatically renew at the end of each billing period unless you cancel at least 48 hours before the renewal date through your account settings or by contacting [email protected].

Price Changes: AdUtc may change Subscription prices with at least 30 days' advance notice. Continued use after the price change takes effect constitutes your acceptance of the new pricing.

Refund Policy: Subscription fees are generally non-refundable except:

• Where required by applicable law (e.g., EU 14-day cooling-off period for online purchases).
• At AdUtc's sole discretion in cases of service outages or other exceptional circumstances.

Failed Payments: If payment fails, we will attempt to charge your payment method up to three times over seven days. If payment remains unsuccessful, your account may be downgraded or suspended until payment is resolved.

Taxes: You are responsible for all taxes, duties, and levies associated with your purchase, except for taxes on AdUtc's income. AdUtc may collect applicable sales tax or VAT where required by law.

8. Intellectual Property

AdUtc's IP: The Services, including all software, technology, design, text, graphics, interfaces, trademarks, logos, and other content (the "AdUtc IP"), are owned by AdUtc, Inc. and are protected by copyright, trademark, patent, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the AdUtc IP except for the limited license in Section 4.

Your Content: You retain full ownership of all Content you upload or create through the Services, including your ad creatives, campaign data, and audience lists. By using the Services, you grant AdUtc a worldwide, non-exclusive, royalty-free license to host, store, process, display, and transmit your Content solely as necessary to provide the Services to you.

Feedback: If you provide suggestions, ideas, or feedback about AdUtc ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use that Feedback without restriction or obligation to you.

DMCA: If you believe your copyright has been infringed, please send a DMCA takedown notice to [email protected] with the required information under 17 U.S.C. § 512(c)(3).

9. Your Data & Data Processing

When you use AdUtc to manage advertising campaigns, AdUtc acts as a data processor on your behalf with respect to any personal data contained in your campaigns, audiences, or customer lists. You are the data controller and are responsible for ensuring you have all necessary rights, consents, and legal bases to use such data on our platform.

You represent and warrant that:

• Any audience or customer data you upload complies with all applicable privacy laws (GDPR, CCPA, etc.).
• You have obtained all necessary consents from individuals whose data you process through AdUtc.
• Your use of customer data for advertising targeting is lawful in all applicable jurisdictions.

A Data Processing Agreement (DPA) is available for Enterprise customers and GDPR-compliant organizations upon request at [email protected].

10. Third-Party Services & Integrations

The Services allow you to connect and interact with Third-Party Platforms (e.g., Google Ads, Meta, TikTok, LinkedIn). When you use these integrations:

• You agree to comply with the terms of service of each Third-Party Platform you connect.
• AdUtc is not responsible for the availability, accuracy, or policies of Third-Party Platforms.
• Changes to Third-Party Platform APIs may affect AdUtc's functionality; we are not liable for such disruptions.
• You grant AdUtc the right to access your accounts on Third-Party Platforms to the extent necessary to provide the Services.

AdUtc may also use third-party service providers (cloud, analytics, payment) to operate the platform. Our use of these providers is governed by our Privacy Policy.

11. Disclaimers & Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED AVAILABILITY.

AdUtc does not warrant that:

• The Services will meet your specific business objectives or advertising goals.
• The Services will be error-free, secure, or continuously available.
• Any particular level of ad performance, ROAS, conversion rate, or revenue will be achieved.
• Results from AI-powered features will always be optimal or accurate.

You acknowledge that advertising performance depends on many factors outside our control, including market conditions, competition, audience quality, and creative effectiveness.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADUTC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of revenue, profits, or business opportunities.
• Loss of data or advertising campaigns.
• Cost of substitute services.
• Damages arising from third-party platform changes or outages.
• Any loss resulting from your reliance on AI-generated recommendations.

IN ALL CASES, ADUTC'S TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO ADUTC IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

These limitations apply regardless of the legal theory under which the claim arises and whether or not AdUtc has been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations of liability; in such cases, liability is limited to the minimum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless AdUtc, Inc. and its officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use of the Services in violation of these Terms.
• Your Ad Campaigns, advertising Content, or landing pages.
• Your violation of any applicable law or regulation.
• Your violation of any third party's rights, including intellectual property, privacy, or publicity rights.
• Any misrepresentation made by you in connection with the Services.

AdUtc reserves the right to assume exclusive control of any matter subject to indemnification by you, at your expense. You agree not to settle any indemnified claim without AdUtc's prior written consent.

14. Termination & Suspension

Termination by You: You may cancel your Subscription and close your account at any time through your account settings or by contacting [email protected]. Cancellation takes effect at the end of the current billing period; no partial refunds are provided except as required by law.

Termination by AdUtc: We may suspend or terminate your account and access to the Services immediately and without prior notice if:

• You violate these Terms or our Acceptable Use Policy.
• You engage in fraudulent, deceptive, or illegal activity.
• Your account remains past-due for more than 14 days after notice.
• Required to do so by law or regulation.
• We discontinue the Services (with 30 days' prior notice).

Effect of Termination: Upon termination, your license to use the Services ends immediately. You may export your data within 30 days after termination. After 30 days, we may delete your data per our data retention policy. Provisions that by their nature should survive termination (including Sections 8, 11, 12, 13, and 15) will continue to apply.

15. Dispute Resolution & Governing Law

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law provisions.

Informal Resolution: Before initiating any formal dispute proceeding, you agree to contact us at [email protected] and attempt to resolve the dispute informally for at least 30 days.

Binding Arbitration: If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California, or remotely by mutual agreement. The arbitrator's decision shall be final and binding.

Class Action Waiver: YOU AND ADUTC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.

Exception: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent infringement of intellectual property rights or breach of confidentiality obligations.

EU/UK Users: If you are located in the European Union or United Kingdom, you may have the right to bring a claim in the courts of your country of residence. Nothing in these Terms limits your rights as a consumer under applicable EU or UK law.

16. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any additional agreements referenced herein, constitute the entire agreement between you and AdUtc with respect to the Services and supersede all prior agreements.

Amendments: AdUtc may modify these Terms at any time. Material changes will be communicated with at least 30 days' notice via email and in-app notification. Continued use after the effective date constitutes acceptance.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

No Waiver: AdUtc's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer your rights or obligations under these Terms without AdUtc's prior written consent. AdUtc may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure: Neither party shall be liable for any failure to perform obligations due to causes beyond their reasonable control, including natural disasters, government actions, internet outages, or third-party service failures.

Language: These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

Notices: All legal notices to AdUtc must be sent by email to [email protected] or by certified mail to our registered address. Notices to you will be sent to the email address on your account.

17. Contact Us

If you have any questions about these Terms of Service or need legal assistance regarding your account, please contact us: