Terms of Service

Last Updated: September 25, 2026

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1. Introduction and Acceptance

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1.1 Company

These Terms of Service (“Terms”) are entered into between you and AdsGency AI Inc., a Delaware corporation (“AdsGency,” “we,” “us,” or “our”). AdsGency provides software and AI-powered tools for advertising, marketing, analytics, campaign management, content generation, and related services (the “Services”).

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1.2 Acceptance of These Terms

By creating an account, accessing or using the Services, or clicking to accept these Terms, you agree to be bound by them and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not access or use the Services. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to that organization.

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1.3 Changes to These Terms

We may update these Terms from time to time. When we make a material change, we will update the “Last Updated” date above and, where required by applicable law or otherwise appropriate, provide additional notice through the Services or by email to the address associated with your account. Your continued use of the Services after an updated version becomes effective is subject to applicable law and does not limit any rights that cannot lawfully be waived. If you do not agree to an update, you must stop using the Services and may cancel your subscription as described in Section 6.

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2. Accounts, Eligibility, and Workspaces

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2.1 Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to create an account or use the Services. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

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2.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for activity conducted through your account. Individual login credentials may not be shared between users. You must promptly notify AdsGency at contactus@adsgency.ai if you know or reasonably suspect that your account or credentials have been accessed or used without authorization.

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2.3 Workspaces and Organization Use

The Services may allow organizations to create workspaces and invite multiple users. Each user must access the Services through their own authorized account credentials. Workspace owners or administrators may invite or remove users, manage permissions and integrations, configure workspace settings, and access or manage information and content associated with the workspace, subject to the functionality made available through the Services.

If your account is associated with an organization, that organization may control your access to the workspace and its content.

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2.4 Suspension and Termination

You may stop using the Services at any time and may cancel your subscription as described in Section 6. We may suspend or terminate your access to all or part of the Services if you breach these Terms, if your use creates a security, legal, or operational risk to us or to others, if we are required to do so by law, or if your account is delinquent. Where practicable and lawful, we will give you notice and an opportunity to cure before suspending or terminating for breach. We may suspend immediately where the conduct is unlawful, fraudulent, abusive, or presents an urgent risk to the Services or other users. On termination, your right to use the Services ends; provisions that by their nature should survive — including Sections 4, 5, 7, 9, 10, 11, 12, and 13 — will survive.

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3. Use of the Services

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3.1 Right to Access and Use

Subject to these Terms and to payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during your subscription term or other period of authorized access. Features available to you depend on the plan you select.

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3.2 Acceptable Use

You agree not to, and not to permit any authorized user or third party to: use the Services in violation of any applicable law or regulation, or of any third party’s intellectual property, privacy, publicity, or contractual rights; upload or distribute malware or any code intended to damage, disable, or gain unauthorized access to any system or data; send unsolicited or unlawful commercial messages, or content that is deceptive, defamatory, harassing, abusive, threatening, or obscene, or that promotes violence or unlawful discrimination; attempt to gain unauthorized access to the Services or to another user’s account, workspace, or data; probe, scan, or test the vulnerability of the Services, or circumvent any security, authentication, rate limit, or usage restriction; reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services, except where that restriction is prohibited by applicable law; scrape or use automated means to extract data from the Services other than through interfaces we provide; resell, sublicense, or make the Services available to any third party except as expressly permitted; or use the Services to build a competing product or service.

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3.3 AI Features and Restrictions

The Services include features that use artificial intelligence and machine-learning technologies to generate text, images, video, audio, and other advertising and marketing materials (“Generated Output”). You agree not to use these features to generate content that: infringes or misappropriates a third party’s intellectual property; impersonates a real person or organization, or creates a synthetic likeness or voice of an identifiable individual without that person’s consent; is intended to deceive, defraud, or mislead, including false claims about products, pricing, endorsements, results, or health, financial, or legal outcomes; targets or excludes audiences on a basis prohibited by applicable advertising or anti-discrimination law; constitutes political, election, or issue advertising in a jurisdiction where doing so is restricted, unless you have independently satisfied all applicable disclosure and registration requirements; sexualizes minors or depicts unlawful content; or violates the policies of any advertising platform on which you intend to run the material. You are responsible for reviewing Generated Output before publishing it.

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4. Customer Content and Generated Output

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4.1 Ownership of Customer Content

“Customer Content” means the materials you or your authorized users upload, submit, or connect to the Services, including brand assets, images, video, copy, product data, audience data, and campaign data. As between you and AdsGency, you retain all right, title, and interest in Customer Content.

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4.2 AI and Customer Content

AdsGency may process Customer Content using artificial intelligence and machine-learning technologies, including technologies provided by third-party service providers, to provide the Services and features requested by you.

AdsGency does not claim ownership of Customer Content solely because you submit it to the Services. You grant AdsGency the rights reasonably necessary to host, process, transmit, reproduce, modify, and otherwise use Customer Content for the purpose of providing, securing, maintaining, supporting, and improving the Services.

Where commercially available and appropriate, AdsGency uses provider configurations or contractual terms intended to restrict third-party AI providers from using Customer Content to train their general-purpose models.

AdsGency may use aggregated or de-identified information to evaluate performance, improve functionality and reliability, develop features, and improve the Services, where permitted by applicable law.

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4.3 Your Rights and Permissions

You represent and warrant that you have all rights, licenses, consents, and permissions necessary for Customer Content to be used as contemplated by these Terms, including rights to any trademarks, logos, photography, music, fonts, talent likenesses, and third-party materials it contains, and that your collection and use of any personal data within Customer Content complies with applicable data protection law. You are solely responsible for the accuracy and legality of the claims made in the advertising you create.

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4.4 Generated Output

As between you and AdsGency, and subject to your compliance with these Terms and payment of applicable fees, you own the Generated Output produced for you through the Services. Because of the nature of generative technology, Generated Output may be inaccurate, incomplete, outdated, or unsuitable for your purpose, and similar or identical output may be generated for other users. Generated Output is not legal, financial, medical, or professional advice, and we do not represent that it is original, non-infringing, or compliant with any advertising law, industry code, or platform policy. You are responsible for reviewing, editing, fact-checking, and clearing Generated Output before you publish or rely on it.

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5. Intellectual Property and Feedback

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5.1 AdsGency Intellectual Property

The Services, including all software, models, interfaces, text, graphics, logos, designs, and documentation, and all intellectual property rights in them, are and remain the property of AdsGency and its licensors, and are protected by copyright, trademark, and other laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you, by implication or otherwise. You may not use our names, logos, or trademarks without our prior written permission.

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5.2 Feedback

If you send us suggestions, ideas, or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback for any purpose, without obligation or compensation to you. Feedback is not your confidential information.

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6. Plans, Billing, and Payment

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6.1 Free Trials and Free Services

AdsGency may offer free plans, free trials, promotional periods, credits, or other limited-access offers from time to time. The duration, features, limits, eligibility requirements, and billing terms applicable to an offer will be disclosed when you enroll or otherwise made available with the offer.

If a free trial automatically converts to a paid subscription, the applicable price, billing frequency, trial duration, and method for cancelling before being charged will be disclosed before you enroll.

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6.2 Subscription and Cancellation

Paid subscriptions automatically renew for successive billing periods unless cancelled before the applicable renewal date, except where otherwise stated at checkout or required by applicable law.

You may cancel a subscription through the account or billing controls made available in the Services, where available, or by contacting AdsGency. Unless otherwise required by law, cancellation takes effect at the end of the then-current paid billing period, and you will retain access to the applicable paid Services until that time.

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6.3 Payment

You authorize AdsGency and its third-party payment processors, including Stripe, to charge the payment method you provide for applicable fees, taxes, and recurring subscription charges.

Prices are stated in U.S. dollars unless another currency is expressly displayed at checkout or agreed in writing.

Payment processing may be subject to additional terms and privacy practices of the applicable payment processor.

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6.4 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, withholding, and similar taxes and duties associated with your purchase, other than taxes based on our net income. If we are required to collect such taxes, they will be added to your invoice.

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6.5 Refunds

Except as expressly stated in these Terms, an applicable order form, or as required by applicable law, fees and payments are non-refundable and non-creditable.

Nothing in these Terms limits any refund, cancellation, withdrawal, or other consumer right that cannot lawfully be waived.

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6.6 Non-Payment

If your account is past due, we may suspend or downgrade your access to paid features after notice, and we may terminate the subscription if the balance remains unpaid. You remain responsible for amounts accrued before suspension or termination.

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7. Privacy, Security, and Confidentiality

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7.1 Privacy

Our collection and use of personal information in connection with the Services is described in our Privacy Policy, which forms part of these Terms.

Read the Privacy Policy

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7.2 Security

We maintain administrative, technical, and organizational safeguards designed to protect the Services and the information within them. No method of transmission, processing, or storage is completely secure, and we cannot guarantee absolute security. You are responsible for configuring workspace permissions appropriately and for the security of the systems and accounts you use to access the Services.

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7.3 Confidentiality

Each party may receive non-public information of the other in connection with the Services. The receiving party will use that information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need it and are bound by comparable obligations, or where disclosure is required by law and, where permitted, notice is given. These obligations do not apply to information that is or becomes public without breach, was already known to the recipient, is independently developed, or is lawfully received from a third party.

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8. Third-Party Services and Advertising Platforms

The Services let you connect to and publish through third-party platforms and tools, including advertising, marketing, analytics, commerce, social media, and data platforms. Those services are operated by third parties under their own terms and privacy policies, and your use of them is between you and that provider. You are responsible for complying with the advertising policies, data and creative requirements, and platform terms of every platform you connect or publish to, and for maintaining any account, billing relationship, or approvals those platforms require. We do not control and are not responsible for third-party services, and their availability, behaviour, or policies may change or be discontinued at any time, which may affect the Services.

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9. Disclaimers

The Services are provided “as is” and “as available.” Your use of the Services is at your sole risk.

To the fullest extent permitted by applicable law, we disclaim all representations and warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that any Generated Output, recommendation, or performance projection will be accurate, compliant, or produce any particular advertising result. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

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10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADSGENCY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO ADSGENCY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.

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11. Indemnification

You will defend, indemnify, and hold harmless AdsGency and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and any resulting losses, liabilities, damages, costs, and reasonable legal fees, arising out of or relating to: Customer Content; your advertising and the claims made in it; your use of the Services in breach of these Terms or of applicable law; your violation of a third party’s intellectual property, privacy, or publicity rights; or your breach of any advertising platform’s terms or policies. We will notify you of the claim, give you control of the defense (subject to our right to participate with our own counsel at our expense), and provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes an obligation or admission on us without our prior written consent.

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12. Governing Law and Disputes

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12.1 Governing Law

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 California, without regard to its conflict-of-laws rules.

If applicable law in your jurisdiction provides mandatory rights or protections that cannot be waived by contract, these Terms do not limit those rights or protections.

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12.2 Informal Resolution

Before commencing formal legal proceedings, you and AdsGency agree to make a reasonable good-faith effort to resolve the dispute informally. A party initiating a dispute must provide written notice describing the nature of the dispute and the requested resolution.

Notices to AdsGency must be sent to contactus@adsgency.ai with the subject line “Dispute Notice,” and may also be mailed to AdsGency AI Inc., 717 Market Street, Suites 650–675, San Francisco, CA 94103, USA.

If the dispute is not resolved within thirty (30) days after receipt of the notice, either party may pursue any remedy available under these Terms or applicable law.

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12.3 Courts

Except where applicable law gives you a non-waivable right to bring a claim in another jurisdiction, any judicial proceeding arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts having jurisdiction in Santa Clara County, California, and each party consents to personal jurisdiction and venue in those courts.

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13. General Provisions

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13.1 Assignment

You may not assign or transfer these Terms or any of your rights under them without our prior written consent, and any attempt to do so is void. We may assign these Terms in connection with a merger, financing, acquisition, reorganization, or sale of all or substantially all of our assets. These Terms bind and benefit the parties and their permitted successors and assigns.

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13.2 Entire Agreement and Severability

These Terms, together with our Privacy Policy and any order form or written agreement that expressly references them, are the entire agreement between you and AdsGency regarding the Services, and supersede any prior or contemporaneous understandings on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force.

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13.3 No Waiver

Our failure to enforce any provision of these Terms is not a waiver of that provision or of any other right, and no waiver is effective unless made in writing by an authorized representative.

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13.4 Notices

Notices to AdsGency under these Terms must be sent by email to contactus@adsgency.ai or by mail to AdsGency AI Inc., 717 Market Street, Suites 650–675, San Francisco, CA 94103, United States.

AdsGency may provide notices to you through the Services, by email to the address associated with your account, or by other reasonable electronic means.

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13.5 Relationship and Force Majeure

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, other than an obligation to pay amounts due.

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14. Translations

Translations of these Terms may be provided for convenience. In the event of a conflict or inconsistency between a translated version and the English version, the English version will govern to the extent permitted by applicable law.

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15. Contact Us

AdsGency AI Inc., a Delaware corporation, 717 Market Street, Suites 650–675, San Francisco, CA 94103, United States.

General inquiries: contactus@adsgency.ai. Privacy inquiries: privacy@adsgency.ai.