Terms of Service

1. Agreement to These Terms

These Terms govern your access to and use of the website located at https://awfu925.com and all software, application programming interfaces, dashboards, automation tools, AI creative generation features and analytics services made available by Apex AdTech Solutions LLC ("Apex AdTech", "we", "us", "our") (collectively, the "Services").

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

• "Customer" or "you" means the entity that has accepted these Terms and its authorized users.
• "Advertising Platform" means a third-party advertising service (including TikTok for Business) whose official developer APIs we integrate with.
• "Ad Account Data" means data relating to advertising accounts, campaigns, creatives, audiences and performance metrics that is accessed through an Advertising Platform API following your authorization.
• "Customer Data" means all data submitted to or processed by the Services on your behalf, including Ad Account Data.
• "Generated Content" means video, image, copy or other assets produced by our AI creative features from your inputs.
• "Workspace" means the logical, isolated tenant environment provisioned for your organization.

3. Eligibility, Accounts and Access

• The Services are offered exclusively to businesses and professional users. By using the Services you represent that you are at least eighteen (18) years of age and acting in a business capacity.
• You must provide accurate registration information, keep it current, and maintain the confidentiality of credentials.
• You are responsible for all activity occurring under your Workspace, including actions taken by your authorized users, agencies and contractors to whom you grant access.
• We may suspend access where we reasonably suspect a security incident, a violation of these Terms, or a risk to the integrity of the Services or of an Advertising Platform.

4. Subscriptions, Fees and Billing

• Paid plans, pricing tiers and volume-based fees are set out in an order form, quote or the pricing page in effect at the time of purchase.
• Unless stated otherwise, subscription fees are invoiced in advance on a monthly or annual basis and are non-refundable except as required by law or expressly stated in an order form.
• Fees are exclusive of applicable taxes, which you are responsible for paying, excluding taxes on our net income.
• Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, and may result in suspension of the Services after notice.
• You are solely responsible for all advertising spend placed on Advertising Platforms through or in connection with the Services. We are not a party to your advertising contracts, and we do not pay, finance or guarantee media spend.
• We may change our pricing for future subscription periods by providing at least thirty (30) days' notice; changes will not apply retroactively to a prepaid term.

5. Licence and Restrictions

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term for your internal business purposes.

You may not, and may not permit any third party to:

• copy, modify, translate, reverse engineer, decompile or disassemble the Services, except to the extent permitted by law;
• rent, lease, sublicense, resell, timeshare or otherwise make the Services available to a third party without our written consent;
• build a competing product or competitive benchmark using the Services or their output;
• circumvent usage limits, rate limits, authentication or access controls, or introduce malicious code;
• use automated means to extract data from the Services other than through our documented APIs and within permitted limits;
• remove or obscure proprietary notices, or use our trademarks without prior written permission.

6. Third-Party Advertising Platforms and API Terms

The Services interoperate with third-party Advertising Platforms through their official developer APIs. Your use of those integrations is subject to the following conditions:

• Authorization. You must own or be duly authorized to manage each ad account you connect. Connections are established solely through the Advertising Platform's OAuth 2.0 authorization flow, and you approve the requested scopes on that platform's consent screen.
• No credential sharing. We neither request nor accept Advertising Platform account passwords. You must not attempt to provide credentials to us through any channel.
• Platform terms prevail. Your use of an Advertising Platform through the Services remains subject to that platform's own terms, advertising policies, developer terms and brand guidelines. Where those terms conflict with these Terms, the platform's terms govern your use of that platform.
• Rate limits and acceptable API usage. You must not use the Services to exceed documented API rate limits, to scrape platform data, to automate actions prohibited by the platform, or to evade platform review, quality or policy enforcement processes.
• Data handling. We process Ad Account Data solely to provide the features you have enabled. We do not sell, rent or cross-share Ad Account Data, and we do not disclose one advertiser's data to another advertiser.
• Revocation. You may revoke our access at any time from the Advertising Platform's permissions settings or from our Connected Accounts page. Features dependent on the revoked account will cease to function immediately.
• Changes by third parties. Advertising Platforms may modify, restrict or discontinue their APIs or approval programs. Such changes may affect the Services. We will use reasonable efforts to adapt, but we are not liable for third-party actions or for loss of functionality caused by them.
• Compliance responsibility. You are responsible for ensuring that your campaigns, creatives, targeting, claims and landing pages comply with applicable laws (including consumer protection, advertising, intellectual property, sanctions and data protection laws) and with Advertising Platform policies.

7. Customer Data, Ownership and Privacy

• Your data. As between the parties, you own all Customer Data. You grant us a limited licence to host, process, transmit and display Customer Data solely to provide and secure the Services, and to generate aggregated, de-identified statistics that contain no account identifiers and are computed across a minimum of twenty independent advertiser accounts.
• Our systems. We retain all rights in the Services, our software, models, architecture, documentation and pre-existing materials.
• Generated Content. Subject to your compliance with these Terms and your rights in the underlying inputs, you may use Generated Content in your advertising and marketing. You are responsible for reviewing Generated Content before publication, including for accuracy, third-party rights, platform policy compliance and required advertising disclosures. You must not use AI features to create misleading, deceptive or prohibited content.
• Privacy. Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms. Where we process personal data on your behalf, we act as processor and you as controller, and the parties' obligations are set out in our Data Processing Agreement.
• Aggregated data. We may create and use aggregated, de-identified data to operate, benchmark and improve the Services, provided that such data cannot reasonably be used to identify you, your customers or any individual.

8. Acceptable Use

You agree not to use the Services to:

• violate any applicable law, regulation, sanctions regime or third-party right;
• advertise unlawful products or services, including those prohibited by Advertising Platform policies;
• engage in deceptive, fraudulent, malicious or manipulative advertising practices, or misrepresent performance data;
• infringe intellectual property, publicity or privacy rights, including by uploading creative assets you are not licensed to use;
• upload malware or attempt to gain unauthorized access to the Services, other tenants' data or third-party systems;
• process special categories of personal data or children's data through the Services without a lawful basis and our prior written agreement;
• use the Services in a manner that damages, disables, overburdens or impairs them, or interferes with any other party's use.

We may remove content or suspend Workspaces that violate this section, with notice where practicable.

9. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel, advisers and subprocessors bound by confidentiality obligations no less protective than these Terms. Confidential information does not include information that is public through no breach, independently developed, or rightfully received from a third party without restriction. Disclosure required by law is permitted provided the disclosing party is notified in advance where lawful. These obligations survive termination for three (3) years, and indefinitely for trade secrets.

10. Service Levels, Support and Changes

• Where an order form specifies a service level commitment, the terms of that commitment apply. Otherwise, the Services are provided without a guaranteed availability level.
• We may perform scheduled maintenance, and will use reasonable efforts to provide advance notice of maintenance that materially affects availability.
• We may modify, add or discontinue features. We will not materially reduce core functionality of a paid subscription during a prepaid term without providing a pro-rata remedy.

11. Disclaimer of Warranties

The Services are provided "as is" and "as available". To the maximum extent permitted by law, Apex AdTech disclaims all warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, error-free or secure, that Advertising Platform APIs will remain available or unchanged, that AI-generated output will be accurate, original or suitable for any particular purpose, or that use of the Services will produce any particular advertising result, ROAS, revenue or level of performance.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost advertising spend, loss of data, or business interruption, even if advised of the possibility of such damages.

Our aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to us for the twelve (12) months preceding the event giving rise to the claim. Where you have paid no fees, our aggregate liability is limited to one hundred US dollars (US$100).

Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.

13. Indemnification

You will defend, indemnify and hold harmless Apex AdTech and its officers, directors, employees and agents from and against third-party claims, damages, liabilities, costs and reasonable legal fees arising from: (a) your Customer Data, campaigns, creatives or Generated Content used in your advertising; (b) your breach of these Terms or violation of applicable law; (c) your violation of Advertising Platform terms, policies or intellectual property rights; or (d) claims by a third party relating to products or services you advertise.

We will defend, indemnify and hold harmless you from third-party claims alleging that the Services, used as permitted, infringe a United States patent, copyright or trademark, provided that you promptly notify us and grant us control of the defence. If such a claim is made, we may procure the right for you to continue using the Services, modify them to be non-infringing, or terminate the affected subscription and refund unused prepaid fees.

14. Term, Suspension and Termination

• These Terms apply for as long as you use the Services. Subscriptions renew for successive terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.
• Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice.
• We may suspend or terminate access immediately for illegal use, security risk, non-payment after notice, or a violation that could expose us or an Advertising Platform to liability.
• Effect of termination. Your right to access the Services ends. Upon written request within thirty (30) days, we will export Customer Data in a standard machine-readable format. Thereafter, Customer Data is deleted in accordance with our Privacy Policy, except where retention is required by law or by an Advertising Platform developer term.
• Provisions that by their nature should survive — including confidentiality, intellectual property, disclaimers, limitation of liability, indemnity, governing law and outstanding payment obligations — survive termination.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute not subject to arbitration, and waive any objection based on inconvenient forum.

Before initiating proceedings, the parties will attempt in good faith for thirty (30) days to resolve any dispute through senior-level discussion. Nothing in this section prevents either party from seeking injunctive or equitable relief to protect its intellectual property or confidential information.

16. Export Controls and Sanctions

You represent that you are not located in, organized under the laws of, or controlled by a person or entity subject to comprehensive trade sanctions, and that you are not on any restricted-party list. You will not use the Services to advertise into jurisdictions or in a manner prohibited by applicable export control and sanctions laws.

17. Changes to These Terms

We may update these Terms from time to time. The "Last updated" date above indicates the current version. For material changes, we will provide at least thirty (30) days' notice by email to account administrators or by in-product notice. Continued use of the Services after the effective date constitutes acceptance. If you do not agree, you may terminate before the changes take effect and receive a pro-rata refund of prepaid, unused fees.

18. General

• Entire agreement. These Terms, together with any order form, Data Processing Agreement and incorporated policies, constitute the entire agreement between the parties and supersede prior discussions.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of substantially all assets.
• Notices. Legal notices must be sent to support@awfu925.com and, in your case, to the email address registered on your account.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Severability and waiver. If any provision is held unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver.
• Independent contractors. The parties are independent contractors; these Terms create no agency, partnership or employment relationship.
• Third-party beneficiaries. There are no third-party beneficiaries, except that Advertising Platforms are not beneficiaries of these Terms.

19. Contact Information

Questions about these Terms may be directed to:

• Apex AdTech Solutions LLC — Legal Team
• Address: 1000 N West Street, Suite 1200, Wilmington, DE 19801, United States
• Email: support@awfu925.com