Terms of Service

These terms govern your access to and use of Paperplane. This is a draft pending attorney review; bracketed items will be completed before launch.

Last updated August 30, 2026

⚠ Attorney review required before use

This is a drafting starting point, not legal advice, and has not been reviewed by a lawyer. It is written comprehensively so counsel can edit rather than draft. Do not publish or rely on it until an attorney licensed in your jurisdiction has reviewed it. Placeholders in [BRACKETS] must be completed.

Effective: [DATE] · Last updated: [DATE] · Version: 3.0

These Terms of Service govern access to and use of the Services. Together with any Order Form referencing them (the "Agreement"), they form a binding agreement between [LEGAL ENTITY NAME], a [STATE] [ENTITY TYPE] ("Company", "we", "us", "our") and the customer accessing the Services ("Customer", "you", "your").

This Agreement takes effect on the earlier of (a) the date you first use any part of the Services and (b) the date you accept these terms (the "Effective Date").

Before you begin

By using the Services or clicking to accept, you confirm that:

you have reached the age of majority where you live and can enter into binding agreements;
you are using the Services for business purposes, not as a consumer;
the information you provide is true, accurate, current and complete; and
if you are acting for an organization, you have authority to bind it.

You also agree to be bound by this Agreement as updated under §17.12. If you do not agree, do not use the Services.

Three things to know up front

1. The Services change live advertising campaigns. You are required to verify the result of every change directly on the applicable platform. See §7.

2. Competitors may not use the Services. Our direct competitors are prohibited from accessing the Services without our prior written consent, and the Services may not be accessed for benchmarking or competitive monitoring. See §10.2.

3. We do not control Meta or any other advertising platform. Outages, policy changes, ad disapprovals and account suspensions are outside our control. See §6.

1. Definitions

Term	Meaning
Action	Any claim, demand, inquiry, audit, proceeding or investigation, whether civil, criminal, administrative or regulatory.
Ad Account	An advertising account on a Third-Party Platform.
Administrator User	A Permitted User authorized by Customer to administer a Workspace.
Advertising Spend	Any amount charged to, incurred on, or payable in respect of an Ad Account by a Third-Party Platform.
Applicable Laws	Statutes, rules, regulations, orders and judgments of any Governmental or Regulatory Authority that apply to a party.
Automated Feature	Any Service functionality that acts on a Connected Account without a contemporaneous human instruction — including scheduled rules, promotions, automated moderation and automated replies.
Changeset	A set of pending modifications assembled in the Services before a Publish.
Connected Account	An Ad Account that Customer has connected to the Services.
Customer Data	Data, content and files, including Personal Information, that Customer or its Permitted Users submit to the Services, or that the Services retrieve from a Third-Party Platform at Customer's direction.
Documentation	The manuals, instructions and materials we make available describing the Services.
Fees	Amounts payable for the Services under §11.
Free Services	Services made available free of charge, other than a free trial.
Managed Spend	Total Advertising Spend across all of Customer's Connected Accounts in a calendar month.
Order Form	Any order form or online purchase confirmation referencing this Agreement.
Output	Anything the Services generate from Customer inputs — Changesets, reports, analyses, recommendations and AI-generated content.
Permitted User	An individual authorized by Customer to access a Workspace.
Personal Information	Information about an identifiable individual processed in connection with the Services.
Plan	The subscription plan Customer selects, including its account limit, Managed Spend ceiling, feature set and allowances.
Publish	Transmitting a Changeset, instruction or other content from the Services to a Third-Party Platform.
Services	Our software-as-a-service platform, including all interfaces and functionality, and any professional or support services we provide.
Third-Party Platform	Meta Platforms, Inc. and any other advertising, analytics or data platform the Services integrate with.
Workspace	An organizational container in the Services holding Permitted Users, Connected Accounts and settings, associated with a subscription.

2. Access to the Services

In short: you get access to the Services for your business while your subscription is active. Trials and free tiers come with no warranties and no liability. We can change features and pause access in limited circumstances.

2.1 Your right to use. Subject to this Agreement and payment of Fees, we grant you a revocable, limited, non-exclusive, non-transferable right to access and use the Services during your subscription term — for your internal business purposes and for managing Ad Accounts you are authorized to manage.

2.2 Free trials. (a) We may offer a free trial for a period we specify. (b) Customer Data entered during a trial may be permanently lost unless you purchase a subscription covering the same Services before the trial ends. (c) During a trial the Services are provided "as is", with no warranty, no indemnity from us, and no liability of any type. Where that exclusion is unenforceable, our total liability for the trial period will not exceed USD $100. (d) You remain fully liable for your use of the Services during a trial. (e) We may end a trial at any time, for any reason, without notice or liability. (f) §7 (Publishing and Verification) applies in full during a trial.

2.3 Free Services. Free Services are provided on the same basis as §2.2(c)–(e), including the USD $100 limit. We may end them at any time. You are responsible for exporting your data first.

2.4 Changes to the Services. We may modify, add or discontinue features. We will make reasonable efforts to give notice of material adverse changes to core functionality. Continued use after a change means you accept it.

2.5 Beta features. Anything labelled beta, preview or early access is provided "as is", may be withdrawn at any time, and is excluded from every warranty, service commitment and indemnity in this Agreement.

2.6 No uptime commitment. Unless you have signed a separate service level agreement, the Services carry no uptime, availability, throughput or response time guarantee.

2.7 When we may suspend access. We may suspend the Services, in whole or in part, for: scheduled or emergency maintenance; a Force Majeure event (§17.8); breach of this Agreement, including §10; a security concern; a requirement of law, a regulator, or a Third-Party Platform; or non-payment of undisputed Fees (§11.6).

2.8 Subcontractors. We may engage third parties to help provide the Services. Doing so does not relieve us of our obligations.

2.9 Professional services. Where an Order Form includes onboarding, configuration, migration or training, we will perform it using commercially reasonable efforts, and are not liable for delay caused by your failure to provide timely access to qualified personnel and information.

3. Support

In short: we provide support as described in our published policy. Our support staff may be given a view-only account in your Workspace, and will never make changes for you.

3.1 Scope. Unless an Order Form says otherwise, we provide technical support in accordance with our then-current support policy and Documentation.

3.2 Support access to your Workspace. To investigate an issue, our support personnel may be added to your Workspace as a Permitted User with view-only permissions. We commit that: (a) support access is read-only — our personnel cannot and will not Publish, create, edit, delete or otherwise change anything in your Connected Accounts, Changesets, settings, roles or permissions; (b) any change required to resolve an issue must be made by you, and we may only advise; (c) support access is recorded in your audit log and visible in your access portal, identified as our personnel and not as any of your Permitted Users; (d) support access is time-limited and subject to the consent setting you configure; and (e) we will not access your Workspace by assuming the identity of, or acting as, any of your Permitted Users.

4. Accounts, Workspaces and Users

In short: you decide who gets access and at what level, and you are responsible for removing people who should no longer have it. We give you the tools; we cannot know who belongs on your team.

4.1 Registration. Provide accurate, complete information and keep it current.

4.2 Credentials. (a) We issue Administrator User accounts, which can create accounts for other Permitted Users. (b) Each Permitted User must use only their own account. You will not permit credential sharing. (c) You are responsible for all activity under your Workspace, whether or not authorized. (d) Notify us promptly at [SECURITY EMAIL] of any actual or suspected unauthorized access. We may suspend or replace any account we reasonably believe has been misused.

4.3 Access management is your responsibility. This is a material obligation. What we provide: role-based permissions, per-account grants, multi-factor authentication, session controls, an access portal showing current Permitted Users and their last sign-in, and an append-only audit log of access changes. What you are responsible for: (a) deciding who has access and at what level; (b) promptly revoking access for anyone who should no longer have it — departing employees, ended contractors, personnel of clients whose engagement has finished; (c) enabling and requiring multi-factor authentication where you consider it appropriate; (d) reviewing the access portal and audit log periodically; and (e) your Permitted Users' compliance with this Agreement. We cannot know which of your personnel should have access, and we have no obligation to monitor or audit your access decisions. We are not liable for any Loss arising from access you granted, failed to revoke, or configured incorrectly.

4.4 Authority to connect Ad Accounts. For every Ad Account you connect, you represent and warrant that you have all rights, authority, consents and authorizations needed to (a) connect it, (b) access its data through the Services, and (c) make and Publish changes to it. If you connect an Ad Account belonging to a third party — including a client — you represent that you hold that party's authorization. You will indemnify us against any Action arising from a lack of that authority (§15.1(b)).

4.5 Permitted Users will not bring Actions. You will ensure no Permitted User brings an Action against us or our affiliates arising from this Agreement.

5. Connected Accounts, Plans and Limits

In short: your Plan sets how many accounts you can sync, how much total ad spend those accounts can carry, which features you get, and generous allowances on the resource-heavy ones. Go over a limit and we will ask you to upgrade — we will not cut you off mid-task.

5.1 Selective sync. Connecting an Ad Account does not synchronize it. You choose which Connected Accounts to sync.

5.2 Plan limits. Each Plan specifies an account limit (maximum synced Connected Accounts), a Managed Spend ceiling (maximum total monthly Advertising Spend across those accounts), a feature set, and allowances (§5.4). Exceeding either the account limit or the Managed Spend ceiling requires an upgrade to a Plan that accommodates your usage.

5.3 Sync cadence. How often we synchronize your data is a Plan-dependent feature and may be available as an add-on. Data shown in the Services reflects the most recent successful synchronization and may not reflect the current state of any Third-Party Platform.

5.4 Fair-use allowances. Plans include allowances on resource-intensive operations — automated rule evaluations, AI-assisted replies, Publishes and media storage. (a) Allowances are set so ordinary use stays comfortably within them. (b) If you approach or exceed one, we will notify you and may ask you to upgrade or purchase an add-on. (c) We will not interrupt a Publish already in progress because an allowance was reached. (d) Sustained use materially beyond your allowances, after notice, is a basis for suspension under §2.7.

5.5 Measurement. Usage is measured by our systems, and our records govern absent manifest error. You may dispute an invoice under §11.5.

5.6 Dormant accounts. We may automatically pause synchronization for any synced account not opened or Published to for [90] days, and will notify you. You can resume at any time. Paused accounts do not synchronize and their data will become stale. We are not liable for any Loss arising from a paused account, and your §7 verification obligations apply regardless of sync state.

6. Third-Party Platforms

In short: we send instructions to Meta and other platforms, but we do not control them. If they go down, change their rules, reject your ads or suspend your account, that is outside our control and outside our liability.

6.1 We do not control them. The Services work by transmitting instructions to, and retrieving data from, Third-Party Platforms via their APIs. We do not own, operate or control any Third-Party Platform.

6.2 No liability for platform behavior. To the maximum extent permitted by law, we have no liability for any Loss arising from: (a) any platform outage, degradation, latency, error or unavailability; (b) any change, deprecation or removal of a platform API, feature, field, permission, capability or policy; (c) rate limits, quota exhaustion or throttling — including where that quota is shared with other tools you use; (d) rejection, disapproval, restriction, limited delivery or removal of any advertisement, creative or campaign; (e) suspension, restriction or termination of your Ad Account, business portfolio, page or platform account, for any reason; (f) suspension, restriction or termination of our application, developer account, API access or access tier by a platform; (g) any inaccuracy, delay, incompleteness or restatement of reporting, metrics or attribution data; or (h) any other act or omission of a Third-Party Platform.

6.3 Your compliance. You remain bound by each platform's terms, policies and advertising standards, and are solely responsible for the legality, accuracy and policy compliance of your advertising content, targeting and landing pages. Nothing in the Services constitutes approval or pre-clearance of any advertisement.

6.4 Continuity. Your use of the Services depends on our continued access to platform APIs. If that access is restricted or terminated, we may suspend or discontinue affected functionality, subject only to §12.2.

6.5 How we use platform data. Data retrieved from a Third-Party Platform is subject to that platform's terms. We use it only to provide the Services to the customer whose Connected Accounts it came from. We do not pool, combine, aggregate, benchmark or compare advertising data across customers or advertisers, for any purpose.

7. Publishing, Verification and Automated Features

In short: you decide what gets published; we transmit it. Software has bugs and platforms are unpredictable, so you must check your accounts on the platform after every change. Our safety features are aids, not guarantees. Ad spend is always yours.

This section is central to how risk is shared between us.

7.1 You decide what is Published. The Services assemble Changesets and transmit them at your direction or according to Automated Features you configure. You determine what changes are made to your Connected Accounts. We do not review, approve or make advertising decisions for you.

7.2 Software contains errors. You acknowledge that all software has defects, that the Services interact with complex third-party systems that change frequently, and that despite our efforts the Services may fail to Publish a change; Publish a change incorrectly, incompletely, or more than once; Publish to an unintended object; fail to revert a change; or report a result inaccurately.

7.3 Verification is required. You must independently verify the state of your Connected Accounts directly on the applicable Third-Party Platform after every Publish and after every execution of an Automated Feature. Verification means confirming, in the platform's own interface, that (a) the intended objects — and only those — were modified; (b) budgets, schedules, statuses, targeting and creative reflect your intent; (c) advertisements meant to deliver are approved, active and delivering, and those meant to be paused are paused; and (d) nothing unintended changed. A confirmation, receipt or report shown in the Services is not a guarantee that a change took effect correctly on the platform. You assume all risk from any failure to verify.

7.4 High-risk periods. Errors cost most during high-spend periods. You are responsible for allocating adequate personnel to verify changes made during promotions, launches and outside business hours.

7.5 Automated Features. If you configure any Automated Feature, you acknowledge and agree that (a) it will act on your Connected Accounts without further instruction from you, including when nobody is monitoring; (b) you are solely responsible for the correctness of every configuration element; (c) a misconfiguration may cause substantial unintended Advertising Spend, may stop advertising from delivering, and may repeat before anyone notices; (d) safeguards we provide — simulation, backtesting, dry-run modes, pre-flight notifications, post-execution verification, guardrails, undo windows and approval requirements — are aids only. Their availability does not shift responsibility to us, and their failure to prevent a Loss does not create liability; (e) notifications may be delayed, undelivered, filtered or unread; and (f) you will independently monitor Automated Features and their effects.

7.6 AI-assisted and automated content. Where the Services generate or publish content, including replies to third-party comments: (a) you are the publisher of record for everything published from your accounts, including AI-generated content; (b) AI Output may be inaccurate, incomplete, inappropriate, off-brand or factually wrong; (c) you are responsible for configuring, reviewing and monitoring these features; and (d) enabling fully automated publication requires your separate express acknowledgment in the Services.

7.7 We are not your advisor. We provide software tooling only. We do not provide advertising, media buying, marketing, creative, financial, legal or tax advice. No Output is a recommendation you should follow without independent judgment. No fiduciary, agency, advisory or professional relationship is created by this Agreement.

7.8 Advertising Spend is yours. All Advertising Spend is your responsibility and payable by you to the platform — regardless of whether it resulted from an error, defect, misconfiguration, unauthorized access or unintended action in the Services.

8. Third-Party Products

In short: if the Services connect to other tools you use, those tools are between you and their provider.

8.1 The Services may interoperate with third-party technology licensed under separate terms ("Third-Party Products"). You are responsible for obtaining and complying with those terms. 8.2 We do not warrant or support Third-Party Products and cannot guarantee their continued availability. We may stop providing an integration without entitling you to any refund or credit.

9. Your Data, Privacy and Security

In short: your data is yours. We use it to run the Services for you and for nothing else. We do not aggregate or pool your data with anyone else's. We take security seriously but no system is perfect, and you should keep your own records.

9.1 Ownership. You retain all right, title and interest, including all Intellectual Property Rights, in Customer Data.

9.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence during the Term to access, collect, use, process, store, transmit, copy and display Customer Data solely to provide, maintain, secure and support the Services for you.

9.3 No aggregation or pooling. We do not aggregate, pool, combine, benchmark or compare Customer Data — including advertising performance data — across customers or advertisers, for any purpose. We do not create or publish industry benchmarks, comparative insights or datasets derived from your advertising data. We do not sell Customer Data. We may use Service Metadata — operational metrics such as error rates, latency and feature usage that do not include your advertising data or identify any individual — to operate, secure and improve the Services.

9.4 Third-party Personal Information. Where the Services process Personal Information about people who are not your Permitted Users — for example names and content from public comments on your advertising — you represent that you have a lawful basis, have given all required notices, and have obtained all required consents. You remain the controller of that data.

9.5 Security. We implement and maintain reasonable technical and organizational measures, including encryption of credentials at rest, isolation of authentication tokens from application data, role-based access control, multi-factor authentication capability, and append-only audit logging. No security is perfect. We are not liable for unauthorized access that is not caused by our failure to meet this §9.5 — in particular not for unauthorized access arising from your credentials, devices, networks, Permitted Users, or your access decisions under §4.3.

9.6 Backups. We maintain backups but do not warrant that Customer Data can be recovered. Keep your own independent records of your advertising configurations.

9.7 Privacy Policy. Our handling of personal information is described at [URL], incorporated by reference.

9.8 Data processing. Where required by data protection law, the Data Processing Addendum at [URL] applies and is incorporated by reference.

10. Acceptable Use

In short: use the Services for your own advertising work. Do not copy them, attack them, resell them, or use them to build a competitor.

10.1 Protecting the Services. You will not, and will not permit anyone to: (a) modify, translate or create derivative works of the Services; (b) reverse engineer, decompile or disassemble the Services, except where this restriction is prohibited by law; (c) remove or obscure any proprietary notice; (d) introduce malicious code, or interfere with the integrity, security or performance of the Services; (e) impose a disproportionate load on our systems; (f) circumvent any usage limit, rate limit, allowance, access control or security feature; or (g) conduct vulnerability, penetration or similar testing without our prior written consent.

10.2 Competitive use. You will not (a) access or use the Services to design, develop or build a similar or competing product or service; (b) access the Services to monitor their availability, performance or functionality, or for any benchmarking or competitive purpose; or (c) publish any benchmark or comparative analysis of the Services without our prior written consent. Our direct competitors may not access the Services without our prior written consent.

10.3 Distribution and resale. You will not sub-license, sell, rent, lend, lease or distribute the Services, or make them available to anyone other than your Permitted Users, or use them for timesharing or service bureau purposes. This does not restrict you from using the Services to manage Ad Accounts on behalf of your clients, which is expressly permitted.

10.4 Lawful and appropriate use. You will not use the Services (a) in violation of Applicable Laws or anyone's Intellectual Property Rights; (b) to process data you lack the lawful right to process; (c) in violation of any Third-Party Platform's terms or policies; or (d) in connection with advertising that is unlawful, fraudulent or deceptive.

10.5 Automated access. You will not scrape, crawl or use automated means to access the Services other than through interfaces we expressly provide.

10.6 Enforcement. We may investigate suspected violations and may suspend access under §2.7 where we reasonably believe continued access poses a risk.

11. Fees and Payment

In short: you pay in advance for your Plan. Prices can change at renewal with notice. Founding and other locked pricing lasts as long as your subscription stays continuously active.

11.1 Fees. You will pay the Fees for your Plan, add-ons and any excess usage as set out in your Order Form or on our purchasing portal. Unless stated otherwise, Fees are in US dollars and payable in advance.

11.2 Plan limits and upgrades. If your usage exceeds your Plan's account limit, Managed Spend ceiling or allowances (§5.2, §5.4), you will upgrade or purchase the applicable add-on. We will notify you before requiring this.

11.3 Changes to Fees. We may change Fees effective at your next renewal, on at least [30] days' prior notice. Your remedy is to cancel before renewal.

11.4 Locked and founding pricing. (a) Where we expressly agree in writing to lock your pricing — including under any founding member, early access or similar programme — that locked pricing will survive Plan changes, usage changes and add-on purchases, and will not be increased under §11.3. (b) Locked pricing applies only while your subscription remains continuously active. It ends automatically and permanently if your subscription is cancelled, terminated, expires, or lapses for non-payment. (c) If you later subscribe again, you will do so at the rates then generally available; locked pricing cannot be reinstated. (d) Locked pricing is personal to you and does not transfer on assignment, except to a successor permitted under §17.9.

11.5 Billing disputes. Notify us of any billing error within [60] days of the statement on which it first appeared. Pay all undisputed amounts when due.

11.6 Late payment. You may not withhold or set off amounts due. If you do not pay when due, we may (a) charge interest at [1.5%] compounded monthly, or the maximum lawful rate if lower, plus reasonable collection expenses; and (b) if the failure continues for [5] days after written notice, suspend access under §2.7 or terminate this Agreement immediately on notice, without liability.

11.7 Before suspension. We may restrict functionality — including disabling the ability to Publish — before suspending for non-payment. We will not interrupt a Publish already in progress because of a billing status change.

11.8 Taxes. Fees exclude sales, use, gross receipts, value-added, GST, HST and similar taxes and duties, excluding taxes on our net income.

11.9 Refunds. Except as expressly provided in §12.2 and §12.3.2, or where required by law, all Fees are non-refundable.

11.10 Platform independence. Fees are for access to the Services. They are not reduced or refundable because of Third-Party Platform outages, API changes, or suspension of your or our platform access.

11.11 Payment method. A valid payment method is required, and you authorize us and our payment processor to charge all Fees to it.

11.12 Suspension does not excuse payment. A permitted suspension does not excuse your obligation to pay, except for amounts properly disputed under §11.5.

12. Term and Termination

In short: monthly plans renew monthly, annual plans annually, both with notice periods. Either of us can end this for a material breach that is not fixed. When it ends, your connections are revoked — but anything already published to Meta stays published.

12.1 Term. This Agreement begins on the Effective Date and continues until all subscriptions have expired or been terminated.

12.1.1 Subscription terms. Monthly plans have a 1-month initial term, renew automatically monthly, and require [30] days' notice before the next billing date to cancel. Annual plans have a 1-year initial term, renew automatically annually, and require [30] days' notice before the end of the current term. Custom plans follow the Order Form. (a) Notice given late takes effect at the following renewal. (b) You may not switch from an annual to a monthly plan, or downgrade, before the end of the current term. (c) You may not downgrade a custom Plan without our prior written consent. (d) No refund of prepaid Fees applies to cancellation under this §12.1.1.

12.2 If we terminate for convenience. We may terminate on [90] days' notice and will refund prepaid unused Fees on a pro-rata basis. This is our sole liability for discontinuing the Services.

12.3 Termination for cause. Either party may terminate (a) on [30] days' written notice of a material breach that remains uncured; or (b) on the other's insolvency. We may terminate immediately if you breach §10, as provided in §11.6, or if required by law or a Third-Party Platform. 12.3.2 If you terminate for our uncured material breach, we will refund prepaid unused Fees for the period after termination. 12.3.3 If we terminate for your uncured material breach, you remain liable for all Fees outstanding at termination.

12.4 What happens on termination. (a) You will immediately stop accessing the Services. (b) Connections to Connected Accounts are revoked and stored credentials destroyed. (c) All Order Forms and subscriptions terminate. (d) All accrued Fees become immediately payable. (e) Any locked or founding pricing ends permanently (§11.4(b)). (f) Termination does not modify, revert, pause or stop anything already Published to a Third-Party Platform. You are solely responsible for the state of your Connected Accounts afterwards, including any scheduled or automated changes that will no longer run.

12.5 Data export and deletion. For [30] days after termination you may request an export of Customer Data. After that we may delete it, subject to law and our standard backup cycles.

12.6 Survival. §§1, 4.4, 4.5, 6, 7, 9.1–9.6, 10, 11 (as to accrued amounts), 12.4–12.6, 13, 14, 15, 16 and 17 survive.

13. Warranties and Disclaimers

In short: we promise the Services will not get materially worse during your term, that we will perform services professionally, and that our support staff will never change anything in your accounts. Beyond that, the Services are provided as they are.

13.1 Both of us. Each party represents that it has authority to enter this Agreement and will perform in compliance with Applicable Laws.

13.2 You. You represent, warrant and covenant that (a) you hold all authority required under §4.4; (b) Customer Data includes Personal Information only where you have given all notices and obtained all consents required by law; (c) you and your Permitted Users will comply with Applicable Laws and all Third-Party Platform terms; and (d) you are not a restricted party under applicable sanctions or export laws.

13.3 What we commit to. We warrant that (a) the overall functionality of the Services will not materially decrease during a paid subscription term; (b) professional services will be performed in a professional and workmanlike manner; and (c) our support personnel will access your Workspace only with view-only permissions, will not Publish or make any change to your Connected Accounts or settings, and will not access your Workspace by assuming the identity of any of your Permitted Users (§3.2). Your sole and exclusive remedy for breach of §13.3(a) or (b) is our prompt correction of the material non-conformance.

13.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN §13.1 AND §13.3, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, ACCURACY, COMPLETENESS AND QUIET ENJOYMENT. In particular, we do not warrant that (a) the Services will be uninterrupted, timely, secure or error-free; (b) any change will be transmitted to, accepted by, or correctly applied on any Third-Party Platform; (c) data shown in the Services accurately reflects the current state of any Third-Party Platform; (d) any Automated Feature will execute at the intended time, in the intended manner, or at all; (e) any notification, alert, simulation, backtest, pre-flight check, verification, guardrail or undo window will detect, prevent or warn of any error or Loss; (f) any Output is accurate, complete, suitable or fit to be relied upon; (g) defects will be corrected; or (h) the Services will meet your requirements or produce any particular result.

13.5 No reliance. You have not relied on any representation not expressly set out in this Agreement.

14. Limitation of Liability

In short: neither of us is liable for indirect or consequential losses. We are never liable for advertising spend. Our total liability is capped at what you paid us in the preceding [six/twelve] months.

Counsel: confirm conspicuousness, cap period and carve-outs.

14.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, BUSINESS OPPORTUNITY, USE OR DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.

14.2 Advertising Spend. WITHOUT LIMITING §14.1, WE HAVE NO LIABILITY FOR ANY ADVERTISING SPEND — INCLUDING SPEND THAT IS EXCESSIVE, UNINTENDED, MISDIRECTED, DUPLICATED, WASTED OR FORGONE — INCLUDING WHERE IT ARISES FROM any defect or failure in the Services; a change Published incorrectly or to an unintended object; a failure to Publish, revert, or execute an Automated Feature; any misconfiguration by you; unauthorized access to your Workspace; stale, paused or unsynchronized data; any act or omission of a Third-Party Platform; or revenue not earned because advertising did not deliver as intended.

14.3 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID US IN THE [SIX (6) / TWELVE (12)] MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR USD $100, WHICHEVER IS GREATER.

14.4 How the limits apply. They apply to all claims in aggregate, and apply even if a limited remedy fails of its essential purpose. Our third-party suppliers have no liability under this Agreement.

14.5 Exceptions. [Counsel: typical carve-outs include indemnification obligations, breach of confidentiality, Customer's payment obligations, Customer's breach of §10, and liability that cannot be limited by law.]

14.6 Allocation of risk. You acknowledge that the Fees reflect this allocation of risk and that these limits are a fundamental basis of the bargain.

15. Indemnification

In short: you cover claims arising from your advertising, your data, and your authority to connect accounts. We cover claims that the Services infringe someone's IP.

15.1 By you. You will defend, indemnify and hold harmless us and our officers, directors, employees, agents and affiliates against all Losses from any third-party Action relating to (a) Customer Data, or your advertising content, targeting, landing pages, products or services; (b) your breach of §4.4 (authority to connect Ad Accounts), including any Action brought by an Ad Account owner or one of your clients; (c) your violation of a Third-Party Platform's terms or policies; (d) your violation of Applicable Laws; (e) acts or omissions of your Permitted Users, and your access decisions under §4.3; (f) content published from your accounts, including AI-assisted content under §7.6; (g) unauthorized use of the Services; or (h) your breach of §10 or §13.2.

15.2 By us. We will defend you against any third-party Action alleging that the Services, as provided by us and used in accordance with this Agreement, infringe that party's Intellectual Property Rights. This does not apply to Actions arising from Customer Data, your advertising content, Output, use in combination with anything not provided by us, use in breach of this Agreement, Free Services, free trials, or beta features.

15.3 Procedure. The indemnified party will notify the other promptly, give it sole control of the defense and settlement, and cooperate reasonably.

16. Confidentiality

In short: we each keep the other's non-public information confidential. Your data is your confidential information; our architecture and roadmap are ours.

16.1 What is confidential. Information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential. Yours includes Customer Data. Ours includes non-public aspects of the Services, Documentation, roadmaps, unreleased features, technical architecture, security design and non-public pricing.

16.2 Obligations. Recipient will (a) protect it with at least reasonable care; (b) disclose it only to personnel, affiliates, advisors and subcontractors with a need to know bound by no-less-protective obligations; and (c) use it only to exercise rights or perform obligations under this Agreement.

16.3 Exclusions. Information that is or becomes public without breach, was already known without obligation, is independently developed, or is rightfully received from a third party without restriction. This does not apply to Personal Information.

16.4 Compelled disclosure. Permitted where required by law or court order, with prompt notice where legally allowed.

16.5 Injunctive relief. Each party may seek equitable relief for breach of §10, §16 or the other's Intellectual Property Rights without posting bond or proving actual damages.

16.6 Return or destruction. On termination, each party will promptly return or destroy the other's Confidential Information, except copies retained under legal requirement or standard backup procedures.

16.7 Duration. These obligations survive for [three (3)] years after termination, and indefinitely for trade secrets.

17. General

17.1 Governing law. The laws of the State of [ARIZONA] and applicable federal law, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution. Before starting any formal proceeding, the parties will try in good faith to resolve the dispute for [30] days after written notice.

17.3 [Arbitration. Counsel to draft — scope, provider and rules, seat, arbitrator selection, fee allocation, opt-out mechanism, and carve-outs.]

17.4 [Class action waiver. Counsel to draft.]

17.5 Venue. Subject to §17.3, exclusive jurisdiction and venue in the state and federal courts in [PIMA COUNTY, ARIZONA].

17.6 Time limit on claims. Any claim must be brought within [one (1) year] after it arises, to the extent permitted by law.

17.7 Notices. To you: the email on your account, or posted in the Services. To us: [LEGAL NOTICE ADDRESS], copy to [LEGAL EMAIL].

17.8 Force majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control — including acts, omissions or changes by Third-Party Platforms or other third-party providers. This does not apply to your obligations under §11, §15 or §16.

17.9 Assignment. You may not assign without our prior written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely.

17.10 Independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship.

17.11 No third-party beneficiaries. This Agreement creates no rights in any third party, including any owner of an Ad Account you connect.

17.12 Changes to this Agreement. We may modify this Agreement. We will notify you of material changes at least [30] days before they take effect. Continued use after the effective date means you accept the change.

17.13 Order of precedence. In case of conflict: (a) an executed Order Form; (b) these Terms of Service; (c) the Documentation. Any terms on a purchase order or similar document you issue do not apply and are void.

17.14 Customer lists. We may identify you by name and logo as a customer on our website and in marketing materials. You may opt out by written notice to [EMAIL].

17.15 Export and sanctions. You will not export, re-export or import any part of the Services without required licenses and permits.

17.16 Severability. Any provision held invalid will be modified to the minimum extent necessary or severed; the rest remains in force.

17.17 Waiver. No waiver is effective unless in writing.

17.18 Cumulative remedies. Except as expressly provided, rights and remedies are cumulative.

17.19 Interpretation. Headings and the "In short" summaries are for convenience and readability only. They do not form part of this Agreement, are not operative, and do not modify or limit any provision. In case of any inconsistency, the numbered provisions govern.

17.20 Entire agreement. This Agreement, together with all documents incorporated by reference and any executed Order Form, is the entire agreement between us about the Services.

[LEGAL ENTITY NAME] · [ADDRESS] · [EMAIL]