These Terms of Service (“Terms”) are an agreement between AdScale, Inc. (“AdScale”, “we”, “us”) and the business you represent (“Customer”, “you”).
The agreement includes these Terms, any order form or plan you select (“Service Order”), the Acceptable Use Policy, the Data Processing Agreement and the Privacy Policy (together, the “Agreement”). If a Service Order conflicts with these Terms, the Service Order wins for that order.
You accept the Agreement by clicking to accept, installing the AdScale app, or using the Services. You confirm that you use AdScale for business purposes, not as a consumer, and that you have authority to bind the business. 

You must give accurate account information and keep it current.
You may let your employees and contractors use your account (“Authorized Users”). You are responsible for their actions and for all activity under your account. Keep login details secure. Tell us within 24 hours at [email protected] if you learn of unauthorized access.
You must be at least 18 and able to form a binding contract. 

What we provide. AdScale is an advertising platform for online stores. It plans, creates, launches and optimizes campaigns on channels such as Google, Meta and others you connect, and reports results (the “Services”). Features depend on your plan.
AI agents. The Services use AI agents that analyze your data and can act in your connected ad accounts. Depending on your settings, they can create and edit campaigns, ads, audiences and creative, and change bids and budgets.
Approvals and guardrails: you choose which actions need your approval and set limits, such as maximum daily or monthly budget. Agents act within those limits. You can pause them at any time.
Your instructions: an action you approve, or that falls within the limits you set, counts as your instruction.
AI output: ads, text, images, video and recommendations created by the Services (“Output”) are generated byAI and can be inaccurate, similar to content made for others, or unsuitable. Review Output before relying on it. You are responsible for Output you approve or allow to run.
Third-partyAI: we use AI model providers to deliver some features. They process data as our sub-processors under the DPA and may not train their models on your data.
Changes and availability. We may improve, change or remove features. If a change materially reduces a feature you pay for, you can cancel and receive a pro-rata refund of prepaid fees for it. We aim for high availability but do not guarantee uninterrupted service, and may perform maintenance.
Free trials. A trial lasts 7 days unless stated otherwise. Unless you cancel before it ends, your paid plan starts and is billed automatically. Trial features may be limited. 

Ad accounts and ad spend: your Google, Meta and other ad accounts belong to you. You pay the platforms directly for ad spend, unless a Service Order says AdScale pays and re-bills it. AdScale is not responsible for platform charges, including spend run under limits you set or approved.
Platform rules: you must follow each platform’s terms and ad policies. Platforms may reject ads or suspend accounts on their own decision; we will help where we can but are not liable for their actions.
Your store and offers: you are responsible for your products, prices, landing pages, claims in ads, and honoring any offer, coupon or discount you advertise. Consents and notices: you must have the notices and consents the law requires for us to receive and use your store data as described in the Agreement, including a privacy policy shown to your shoppers. For email and SMS sent through AdScale, you must have the recipients’ consent.
Acceptable use: you must follow the Acceptable Use Policy. You may not use the Services for illegal, harmful or deceptive advertising, or to process the kinds of data it prohibits. 

Plans: fees are those of the plan in your account’s Billing page or your Service Order. Plans may include a monthly ad-spend limit, AI credits, and email or SMS allowances. Billing: we charge in advance for each billing period, monthly or annually, in US dollars, to your payment method on file. Invoiced customers pay within 30 days of the invoice date.
Overages and credits: if you go above your plan’s ad-spend limit, or use more email, SMS orAI credits than your plan includes, we charge the extra at the rates shown in your account. Credits included in your plan expire at the end of each billing period. Purchased credit packages expire 12 months after purchase. Credits have no cash value.
Renewal: plans renew automatically for the same period until cancelled. Cancellation: cancel any time in the app’s Billing page. Cancellation takes effect at the end of the current billing period, and you keep access until then.
Refunds: fees are non-refundable except where these Terms provide a pro-rata refund (Sections 3 and 9) or the law requires one.
Price changes: we give at least 30 days’ notice of a price increase. It applies from your next billing period. If you do not agree, cancel before then.
Late payment: we may suspend the Services if payment is 15 days late, after notice. Overdue amounts bear interest of 1.5% a month or the highest lawful rate, if lower. You may dispute a charge in writing within 30 days of it.
Taxes: fees exclude taxes, which you pay, other than taxes on AdScale’s income. 

6.1 Your data. “Customer Data” means data you or your store give us or let us collect, including store, product, order and campaign data and personal data about your shoppers (“Shopper Data”). You own Customer Data. You give AdScale a worldwide, non-exclusive, royalty-free license to use Customer Data to provide and improve the Services and as this Section 6 allows.
6.2. Billing, Invoicing, and Payment Terms. AdScale will charge Customer the Fees for the Services in advance for each billing period on or after the first day of such billing period. All Fees for Services are due and payable in US Dollars and are non-refundable. If Customer is paying by credit card, (a) Customer hereby irrevocably authorizes AdScale to charge the credit card or other payment method provided for any such amounts when due, (b) amounts due will be automatically charged, (c) if Customer’s credit card is declined, AdScale will attempt to reach out to Customer for a new payment method, and (d) if Customer’s credit card expires, Customer hereby gives AdScale permission to submit the credit card charge with a later expiration date. If AdScale fails to resolve an issue with Customer resulting from a credit card decline or expiration, AdScale may terminate the account due to non-payment. Customer agrees to notify AdScale of all billing disputes within fourteen (14) days of delivery of the billing statement or invoice, and disputes not made within that time are waived. Late payments, including those resulting from credit card declines, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If AdScale must initiate a collections process to recover Fees due and payable hereunder, then AdScale shall be entitled to recover from Customer all costs associated with such collections efforts, including but not limited to reasonable attorneys’ fees. In the event AdScale delivers to Customer an invoice for any Fees or interest payments owed hereunder, such invoiced amounts shall be due within thirty (30) days of the date of such invoice.
6.3. Additional Fee. AdScale will charge Customer in advance additional fees for additional use of the Services beyond the limitations stated in the customer’s billing package (The “Limit”) in the following cases: 1) the customer’s advertising spend exceeded the Limit and; 2) the use of SMS credits exceeded the Limit, and; 3) The use of email exceeded the limit. Customer’s continued use of the Services after a Fee increase will constitute Customer’s agreement to the increase in Fees.

6.4. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on AdScale’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees and the delivery of the Services. To the extent that AdScale charges any of the aforementioned taxes, they are calculated using the tax rates that apply based on the billing address provided by Customer. Such amounts are in addition to the Fees and will be billed to Customer’s authorized payment method. If Customer is exempt from payment of any such taxes, Customer must provide AdScale with evidence of exemption. If Customer is not charged any of the aforementioned taxes by AdScale, Customer is responsible for determining if taxes are payable, and if so, self-remitting such taxes to the appropriate tax authorities in Customer’s jurisdiction. Customer will make all payments of Fees to AdScale free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to AdScale will be Customer’s sole responsibility, and Customer will provide AdScale with official receipts issued by the appropriate taxing authority, or such other evidence as AdScale may reasonably request, to establish that such taxes have been paid. Customer shall indemnify, defend, and hold AdScale harmless in connection with any proceedings brought by any taxing authorities in connection with this Agreement.
6.5. Expenses. If pre-approved by Customer in a Service Order, Customer shall reimburse AdScale for reasonable out-of-pocket expenses (including travel and living) incurred in performing its obligations for specific Services under such Service Order. All costs and expenses incurred by Customer in connection with this Agreement are the sole responsibility of Customer.

AdScale’s property: the Services, software, AI agents, models and documentation belong to AdScale and its licensors. We give you a non-exclusive, non-transferable right to use the Services during the Agreement for your business.
Restrictions: you may not copy, resell or reverse engineer the Services, use them to build a competing product, extract data from them by automated means, or get around usage limits or security.
Your content and Output: you keep your logos, product images and other content. As between us, you own Output created for your account, subject to the rights of third parties in it and to AdScale’s rights in the Services.
Feedback: we may use suggestions you give us without obligation to you. Publicity: we may name you as a customer and show your logo, unless you ask us not to in writing.
Third-party services: Shopify, Google, Meta and other services you connect are governed by their own terms. When you connect one, you instruct us to exchange data with it as needed. We are not responsible for third-party services, their changes or their downtime. 

No guaranteed results. Advertising results depend on many factors outside our control, including platforms, competition, your products and your market. We do not guarantee any level of sales, revenue, ROAS, traffic or other result. Forecasts and benchmarks are estimates.
Warranty. We will provide the Services with reasonable skill and care, substantially as described in our documentation. If they do not, tell us and we will try to fix the problem; if we cannot within 30 days, you may end the Agreement and get a pro-rata refund of prepaid fees. Otherwise, to the extent the law allows, the Services and Output are provided “as is” and “as available”, and we disclaim all other warranties, including merchantability, fitness for a particular purpose and non-infringement.
Limitation of liability. To the extent the law allows:
Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data. 

Each party’s total liability under the Agreement is limited to the fees you paid AdScale in the 6 months before the event giving rise to the claim.
These limits do not apply to your payment obligations, a party’s indemnity obligations, breach of Section 7 restrictions, or a party’s gross negligence, fraud or willful misconduct.
Your indemnity. You will defend and indemnifyAdScale against third-party claims arising from your products, offers and ads you approve, your breach of the Agreement or of law, or Customer Data you did not have the right to provide.
Our indemnity. We will defend and indemnify you against third-party claims that the Services, as we provide them, infringe their intellectual property rights. This does not cover Output, your content, or combinations with things we did not provide.
Procedure. The party seeking indemnity must notify the other promptly, let it control the defense and settlement, and cooperate reasonably. 

Term. The Agreement starts when you accept it and continues while you have an active plan or trial.
Suspension. We may suspend access, with notice where practical, if payment is overdue (Section 5), your use breaks the law or the Acceptable Use Policy, or there is a security risk to the Services or other customers. We restore access once the issue is fixed.
Termination.
You may end the Agreement at any time by cancelling your plan (Section 5). Either party may end it if the other materially breaches it and does not cure the breach within 30 days of written notice, or becomes insolvent.
We may end it for convenience with 30 days’ notice and a pro-rata refund of prepaid fees.
We may close a free account that has been inactive for 12 months.
After termination. Your right to use the Services ends, unpaid fees become due, and Section 6.6 governs your data. Sections 5 (for unpaid fees), 6.3, 6.6, 7, 8, 9 and 10 survive.
Confidentiality. Each party will keep the other’s non-public business and technical information confidential, use it only for the Agreement and protect it with reasonable care. This does not apply to information that is public, already known, independently developed or lawfully received from others, or that must be disclosed by law (with notice where allowed). This duty lasts for 3 years after the Agreement ends, and for trade secrets for as long as they remain trade secrets. 

10.1. Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services, or other confidential or proprietary information (collectively, “Confidential Information”) in whatever form (written, oral or visual) that is furnished or made available to the Receiving Party by or on behalf of the Disclosing Party that (a) if in tangible form, the Disclosing Party has labeled in writing as proprietary or confidential, (b) if in oral or visual form, the Disclosing Party has identified as proprietary or confidential at the time of disclosure, or (c) is of a character that is commonly and reasonably regarded as confidential and/or proprietary. For the avoidance of doubt, the Services, Documentation, and all enhancements and improvements thereto, will be considered Confidential Information of AdScale.
10.2. Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except for exercising its rights and performing its obligations under this Agreement. The Receiving Party will limit access to the Confidential Information to its employees and contractors who have a need to know, who are subject to confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and, upon request, the Receiving Party shall provide to the Disclosing Party written notice certifying compliance with this sentence, unless prohibited by applicable law.
10.3. Exceptions. The confidentiality obligations set forth in this section will not apply to any information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) the Receiving Party can prove, by clear and convincing evidence, was already known to the Receiving Party without restriction at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly (to the extent legally permitted) notifies the Disclosing Party in writing of such required disclosure and reasonably cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
10.4. Remedies. Any breach or threatened or attempted breach of this Section 10 may result in immediate, irreparable harm for which monetary damages would be an inadequate remedy. If a court of competent jurisdiction finds that the Receiving Party has breached (or attempted or threatened to breach) any of the obligations set forth in this Section 10, the Receiving Party agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).