Terms & Conditions

1. Agreement to terms

These Terms & Conditions ("Terms") are a binding agreement between the customer organization identified at sign-up ("Customer," "you") and Ad Spend Technologies, Inc., a Delaware corporation with its principal place of business at 1460 Broadway, New York, NY 10036 ("The Ad Spend," "we," "us," or "our"), governing access to and use of our website and product (the "Service"). The individual accepting these Terms represents that they are authorized to bind the Customer, and these Terms bind the Customer — not the individual personally, except as to that authority representation. If you do not agree, do not use the Service.

2. Business use only

The Service is offered solely for business and professional purposes. The Customer must be a legal entity, or an individual acting in the course of a trade, business, or profession. The Service is not offered to consumers, and you agree not to use it for personal, family, or household purposes.

3. The Service

The Ad Spend is an ad-intelligence engine that ingests changes across connected advertising platforms, explains performance shifts, recommends actions, keeps an auditable record, and — where enabled and approved by you — can execute approved actions on your connected accounts. We may update, add, or remove features over time.

4. Free, trial, and beta access

Free plans, trials, previews, and beta features (including, currently, the optimizer / one-click action feature) are provided "as is," without warranty, service-level commitment, support commitment, or backup or data-export guarantee. Their limits may change; they may be modified, suspended, terminated for inactivity, or discontinued at any time without liability; and nothing obligates us to continue any free or beta feature. You are responsible for exporting anything you wish to keep. To the maximum extent permitted by law, we have no liability arising from free, trial, preview, or beta access.

5. Accounts, workspaces, and eligibility

The individual using the Service must be at least 18 years old. You are responsible for the accuracy of your account information, for maintaining the confidentiality of credentials, and for all activity under your account and workspace, including:

• choosing who can access your workspace, channels, and integrations, and configuring their visibility;
• obtaining any authorization required from your own clients before exposing their data in a workspace;
• promptly removing former employees and disabling compromised accounts; and
• the acts, omissions, and approvals of every authorized user, on which we may rely as yours.

6. Connected platforms and authorization

When you connect a third-party advertising platform, you represent and warrant that you are authorized to grant access to that data and to permit our processing of it, including on behalf of any client whose accounts you connect. Your use of each platform remains subject to that platform's own terms, advertising policies, and API policies, and you agree to comply with them; we may delete or de-identify data obtained from a platform where that platform's terms require it. We are not responsible for the availability, accuracy, changes, or actions of third-party platforms, or for any suspension, penalty, or loss imposed by them.

7. Recommendations and approved actions

Analyses and recommendations generated by the Service are informational. For any action the Service can execute on your accounts:

• Nothing executes without approval from an authorized user; approved actions may execute immediately and may not be reversible.
• Before approving, you are responsible for verifying the account, campaign, currency, budget, dates, and other parameters of the action.
• After execution, you are responsible for independently monitoring your live accounts.
• We are not responsible for platform-side execution, delays, duplicate processing, API inconsistencies, or attribution changes.
• You acknowledge that approved actions may affect live advertising spend and account performance, and that you — not The Ad Spend — are responsible for those outcomes.

8. Acceptable use

You agree not to: use the Service in violation of any law or third-party rights; attempt to gain unauthorized access to the Service, other accounts, or our systems; interfere with or disrupt the integrity or performance of the Service; or reverse engineer, scrape, resell, or create derivative or competing products from the Service, except as permitted by law.

9. Plans, fees, and billing

• Paid plans. Fees are described at the time of purchase and billed through our payment processor. Unless stated otherwise, subscriptions renew automatically for successive terms at the then-current rate until cancelled, and you authorize charges to your payment method for each renewal.
• Cancellation. You may cancel at any time through your account settings or by contacting us, effective at the end of the current billing period. Cancellation stops future charges; it does not retroactively refund the current term.
• Refunds. Except where required by law, fees are non-refundable and payments are not prorated on cancellation.
• Price changes. We may change fees with notice; changes apply to the next renewal.
• Trials. Trials convert to paid plans only as described at sign-up.
• Taxes and failed payments. Fees are exclusive of taxes, which you are responsible for. If a payment fails, we may suspend or downgrade access until it is resolved.

10. Managed and professional services

Where you purchase managed or professional services, they are provided under a separate order or statement of work ("Order"). These Terms govern each Order unless the Order expressly states otherwise.

11. Your data; license; data processing

You retain ownership of the data you connect to or submit through the Service ("Customer Data"). You grant us a worldwide, non-exclusive license to host, process, and use Customer Data solely as necessary to provide, secure, and support the Service to you and as permitted by our Privacy Policy. We do not use Connected Platform Data or Customer Data to train generalized AI models, create cross-customer benchmarks, or build products or datasets for anyone other than you, unless you separately opt in in writing and the applicable platform permits it. We may use operational data (usage counts, performance and security telemetry, feedback, and fully de-identified statistics that do not contain or derive from platform data) to operate and improve the Service; this right survives termination.

To the extent Customer Data includes personal data that we process on your behalf, we process it as your service provider / processor, solely to provide the Service, on your instructions as expressed through your configuration and use of the Service, and as described in our Privacy Policy. Customers that require separate data-processing terms may contact privacy@theadspend.com.

12. Intellectual property

The Service, including its software, content, and trademarks, is owned by us or our licensors and is protected by law. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service subject to these Terms. Feedback you provide may be used by us without restriction or obligation to you.

13. Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that analyses, recommendations, or actions will produce any particular result. Content on our website — including blog posts, comparisons, projections, and testimonials — is general information, is not advice, and may not reflect current features; you rely on it at your own discretion. Links to third-party sites are provided for convenience and are not endorsements.

14. Limitation of liability

To the maximum extent permitted by law:

• No indirect damages. We will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, goodwill, or advertising spend, arising out of or related to the Service, even if advised of the possibility.
• Cap. Our total aggregate liability for all claims arising out of or related to the Service will not exceed the greater of (i) US $100 or (ii) the fees you actually paid us for the Service in the three (3) months preceding the first event giving rise to liability. An Order may state a different cap for that Order.
• Scope. These limitations apply to claims of every kind — including privacy, security, negligence, beta features, data loss, API and platform issues, and acts of service providers — regardless of the theory of liability, and are a fundamental basis of our agreement. A series of related events counts as one event, and you may not recover more than once for the same loss.
• Claims deadline. Any claim must be brought within one (1) year after the claim accrues, or it is permanently barred, where permitted by law.
• Exclusions. Nothing in these Terms limits liability that cannot be limited by law, and your payment, indemnification, confidentiality, and misuse or IP-infringement obligations are not subject to the cap.

15. Indemnification

You will defend, indemnify, and hold harmless The Ad Spend and its affiliates, licensors, sub-processors, successors, and each of their officers, directors, employees, and agents (the "Indemnified Parties") from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) Customer Data or your connection of any account; (c) your breach of these Terms or violation of any law, third-party rights, or advertising-platform terms; or (d) your representation that you are authorized to connect and process any account or data.

Procedure: your defense obligation begins upon our tender of the claim; we may participate in, or assume control of, the defense at our election; you will not settle any claim in a manner that admits fault by, imposes obligations on, or restricts any Indemnified Party without our prior written consent; and you will cooperate at your expense.

16. Confidentiality

Each party will protect the other's non-public information with reasonable care, use it only to perform under these Terms, and disclose it only to those with a need to know who are bound by comparable obligations, or as required by law with notice where permitted.

17. Dispute resolution; arbitration and class-action waiver

Please read this section carefully — it affects your legal rights.

Any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual claim in small-claims court or seek injunctive relief for IP or confidentiality breaches in court. The arbitration will be seated in New York, New York, and judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury-trial waiver. Each party may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding. Each party waives any right to a jury trial.

Opt-out. You may opt out of this arbitration provision by emailing legal@theadspend.com within 30 days of first accepting these Terms; opting out does not affect the other provisions of these Terms.

18. Term, termination, and suspension

You may stop using the Service at any time. We may suspend or terminate access if you breach these Terms, create risk or possible legal exposure for us, or if we discontinue the Service. On termination, your right to use the Service ends and data is handled per our Privacy Policy retention schedule. Provisions that by their nature should survive — including Sections 11–17 and 19 — survive termination.

19. Changes; governing law; miscellaneous

We may revise these Terms from time to time. When changes are material, we will update the date above, provide notice, and require fresh acceptance where appropriate; continued use after notice of non-material changes constitutes acceptance. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and, subject to Section 17, the state and federal courts located in New York County, New York have exclusive jurisdiction over any matter not subject to arbitration. If any provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. We are not liable for delays or failures caused by events beyond our reasonable control. There are no third-party beneficiaries to these Terms, except the Indemnified Parties under Section 15. These Terms, together with any Order and our Privacy Policy, are the entire agreement between the parties regarding the Service.

20. Contact

Questions about these Terms can be sent to legal@theadspend.com, or by mail to Ad Spend Technologies, Inc., 1460 Broadway, New York, NY 10036, USA.