1.1 Acceptance. By clicking “I agree,” creating an account, connecting an integration, or accessing or using any part of the Services, you accept these Terms on behalf of the entity you represent (the “Customer”). If you do not agree, do not use the Services.

1.2 Effective Date & Updates. These Terms apply from the earlier of (a) your first use of any part of the Services, or (b) your affirmative agreement to these Terms. We may update these Terms; material changes will be posted with an updated effective date and, where required, notice. Continued use after the effective date constitutes acceptance.

1.3 Website vs. Subscription Terms. Our public website and marketing pages (the “Site”), AdSights’ online platform, tools, APIs, and related services (collectively, the “Services”),are covered by these Terms and our Privacy Policy. If you purchase or use paid platform features, any Order Form or customer‑specific agreement (including online checkout) you execute with us is incorporated by reference. If there’s a conflict, the order of precedence is: (1) the Order Form (including any SOW), (2) the Data Processing Addendum (DPA), (3) these Terms, then (4) Documentation or policies referenced herein.

1.4 Business use only. The Services are offered only for business use by authorized personnel of a Customer; they are not intended for personal, family, or household use.

1.6 Updates to these Terms. We may update these Terms from time to time. For material changes, we will provide notice (e.g., in‑product, email, or on the Site). Continued use after the effective date is acceptance of the updated terms. If you do not agree, stop using the Services.

1.7 No tracking pixel. AdSights does not supply a website/app tracking pixel or SDK. The Services operate on data that you connect or upload from third‑party platforms (e.g., ad managers, analytics, storage) and on creative/media assets you submit.

1.8 Important notices. THE SERVICES (INCLUDING ANY CREATIVE ANALYTICS, RANKING/SCORING, RECOMMENDATIONS, BENCHMARKS, OR OTHER OUTPUTS) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THEY ARE FOR INFORMATIONAL PURPOSES ONLY, AND YOU USE THEM AT YOUR OWN RISK. WE DO NOT GUARANTEE RESULTS. DISPUTES ARE SUBJECT TO ARBITRATION AND A CLASS‑ACTION WAIVER AS SET OUT LATER IN THESE TERMS.

Action means any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, whether civil, criminal, administrative, or regulatory.

Administrator User means a User designated by Customer with authority to manage Customer's workspace, Users, and settings.

Aggregated/De‑identified Data means data derived from Customer Data or Service Data that cannot reasonably identify Customer, its Users, or any individual.

Applicable Law means all laws, rules, and regulations applicable to a party's performance under these Terms.

Customer means the organization identified on the Order Form or accepting these Terms.

Customer Data means data, content, files, and materials that Customer or its Users connect to, upload to, or otherwise make available to the Services (including ad account metadata and performance metrics; creative/media assets; OCR and transcripts; and related information).

Documentation means AdSights' technical and usage documentation and policies made available within the Services or the docs site.

Free Services means Services provided without charge, subject to usage limits described in the Documentation or other policies.

Interactive Tools means site-only features such as calculators, quizzes, templates, and similar resources available via the Resource Center that may deliver outputs on-screen or by email.

Order Form means an ordering document (including online checkout) executed by Customer and AdSights setting commercial terms.

Outputs means dashboards, reports, analytics, scores, tags, embeddings, and similar results generated by the Services for Customer that incorporate or are derived from Customer Data.

Resource Center Submissions means inputs you provide to Interactive Tools (e.g., answers, files uploaded solely for tool processing, form fields, and your email to receive results).

Service Commencement Date means the date the Subscription Term starts as set out on the Order Form.

Service Data / AdSights Metadata means telemetry and metadata about operation and use of the Services (e.g., logs, diagnostics, usage metrics, performance statistics), and standardized labels, taxonomies, norms, benchmarks, or best‑practice insights and reference datasets the Services generate or apply.

Subscription Term means the initial and any renewal term(s) for the Services as specified on the Order Form.

Third‑Party Products means third‑party platforms, software, or services (e.g., ad managers, analytics, cloud storage) that Customer chooses to connect to or use with the Services.

Trial Period means a limited evaluation period for the Services if offered by AdSights.

Usage Limits means the quantitative or qualitative limits applicable to the Services (e.g., seats, workspaces, API rate limits, storage, connected accounts) as set out in the Order Form or Documentation.

User means an individual authorized by Customer to access the Services under Customer's account (including employees and contractors acting for Customer's benefit).

3.1 Access grant. Subject to timely payment of fees and compliance with these Terms, AdSights grants Customer a non‑exclusive, non‑transferable, non‑sublicensable right for its Users to access and use the Services during the Subscription Term solely for Customer’s internal business purposes and within any Usage Limits.

3.2 Accounts & administrators. Each User must have an individual account tied to Customer’s organization. Customer will designate one or more Administrator Users. Customer is responsible for User actions and for maintaining the confidentiality of credentials and access controls.

3.3 Eligibility & authority. Customer represents it is duly organized and in good standing and that the individual accepting these Terms has the authority to bind Customer. Customer will ensure Users are of legal age and act within the scope of their authorization.

3.4 Trials & Free Services. We may offer a Trial Period or Free Services for the period we specify. We may terminate a Trial or Free Services at any time. Data entered during a Trial may be permanently lost unless Customer purchases a paid subscription to the same Services before the Trial ends; data may not be transferable to a downgraded plan. Trials and Free Services are provided AS IS, without warranties, indemnities, or liability to the fullest extent permitted by law; where liability cannot be excluded, it is capped at USD $100 for the applicable Trial or Free Service. Customer is responsible for exporting its data before access ends.

3.5 Customer responsibilities. Customer is solely responsible for: (a) the accuracy, quality, legality, and means of acquisition of Customer Data and its use with the Services; (b) providing and maintaining, at its expense, all network access, hardware, software, and other equipment necessary to connect to and use the Services; (c) properly configuring and using the Services and taking steps to maintain appropriate security, protection, and backup of Customer’s own infrastructure (e.g., databases, servers), which may include encryption and routine archiving; and (d) using the Services in accordance with these Terms, Documentation, third‑party terms, and Applicable Law. For clarity, AdSights is not responsible for securing Customer’s infrastructure.

3.6 Integrations & Third‑Party Products. Customer may connect Third‑Party Products. Customer is responsible for having necessary rights and complying with third‑party license terms. We do not control or endorse Third‑Party Products, do not warrant or support them (whether or not designated as “certified”), and cannot guarantee their continued availability or interoperation. Any exchange of data with a Third‑Party Product provider is solely between Customer and that provider. We are not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by Third‑Party Products or their providers. Disconnecting an integration may limit functionality. (Further risk allocation appears later.)

3.7 Usage Limits; monitoring. Customer will not exceed applicable Usage Limits. We may monitor use to assess compliance with limits, security, and service performance, and may require Customer to upgrade or reduce usage.

Customer and Users will not, and will not permit any third party to:

(a) Copy, modify, translate, or create derivative works of the Services;

(b) Reverse engineer, decompile, or disassemble the Services (except to the limited extent such restrictions are prohibited by law);

(c) Bypass, disable, or interfere with usage limits, security, or access controls;

(d) Commercially exploit the Services beyond what these Terms allow, including timesharing, service bureau, or outsourcing use;

(e) Publish or disclose benchmarks or performance tests without our prior written consent;

(f) Scrape, crawl, or harvest content or data from the Services using automated means;

(g) Remove or obscure any proprietary or attribution notices;

(h) Introduce malware or any code intended to disrupt, damage, or gain unauthorized access;

(i) Conduct penetration, load, or vulnerability testing without our prior written consent;

(j) Use the Services to process data unlawfully or without having all rights and consents required by law or by third‑party terms;

(k) Infringe, misappropriate, or violate any intellectual property, privacy, or publicity right;

(l) Impose unreasonable load on our infrastructure or interfere with proper operation;

(m) Access or use the Services to build a competing product or feature or to copy ideas, features, functions, or graphics;

(n) Violate platform or third‑party terms when using integrations; or

(o) Harass, threaten, or abuse our personnel or other users.

(p) Submit sensitive or special-category data (e.g., health, biometric, government IDs), children’s data, or payment credentials into Interactive Tools;

(q) Use automated means (scripts, bots, crawlers) to query or scrape the Interactive Tools, outputs, or templates;

(r) Upload third-party content to the Interactive Tools without having all rights and permissions required by law.

We may monitor activity, investigate suspected violations, and suspend access for risk, abuse, non‑payment, or legal reasons. Additional suspension/termination and data‑return terms appear later in these Terms.

4A.1 Scope & Site-Only. Interactive Tools are provided via the Site and are not part of the paid subscriptions unless expressly stated in an Order Form.

4A.2 Outputs; No Advice. Outputs from Interactive Tools are informational only, provided AS IS and AS AVAILABLE, and do not constitute legal, financial, marketing, or other professional advice. You remain solely responsible for your use of any outputs (see §12 Disclaimers).

4A.3 License to Process Submissions. As between the parties, you retain ownership of Resource Center Submissions. You grant AdSights a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Resource Center Submissions solely to operate the Interactive Tools, generate and deliver outputs (including by email), improve the Interactive Tools, and to comply with law and enforce policies.

4A.4 Gated Downloads & Emails. If you request a download or emailed result, you consent to receive that communication. Where permitted by law, we may send related educational content; you can unsubscribe at any time and we will honor your preferences.

4A.5 Fair Use; Rate Limits. We may throttle, restrict, or suspend access to Interactive Tools to prevent abuse, automated scraping, or excessive use that threatens Service stability or violates these Terms.

4A.6 No Sensitive/Prohibited Inputs. Do not submit payment card numbers; government IDs; health, biometric, or other sensitive/special-category data; personal data of children; or third-party content you lack rights to use. We may filter, block, or delete such inputs.

5.1 Ownership. As between the parties, Customer owns Customer Data and Outputs. AdSights and its licensors own the Services, software, Documentation, know‑how, models, algorithms, taxonomies, benchmarks, Service Data/AdSights Metadata, our trademarks/service marks, and all related IP (collectively, “AdSights Property”). No rights are granted except as expressly stated.

5.2 License to AdSights (Customer Data). Customer grants AdSights and its Affiliates a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, display, and adapt Customer Data (formatting/technical purposes) as necessary to: (a) provide, maintain, support, and secure the Services; (b) prevent or address service, security, or technical issues; (c) comply with law and enforce policies; and (d) as otherwise set out in the DPA. This license is transferable to our Affiliates and sublicensable to our service providers solely to operate the Services on our behalf.

5.3 Outputs; Use & Limits. During the Subscription Term, Customer may access, export, and use Outputs for its internal business purposes. Outputs (including creative analytics, scores, tags, recommendations, and benchmarks) are informational only and may be incomplete, inaccurate, or unsuitable for a particular use case; Customer relies on Outputs at its own risk and remains responsible for its decisions and outcomes. (See Disclaimers.) AdSights may retain and use Outputs in de‑identified/aggregated form to operate and improve the Services and for benchmarking and research, provided Outputs are not disclosed in a way that could reasonably identify Customer or any individual.

5.4 Service Data / AdSights Metadata. The Services may generate Service Data/AdSights Metadata (e.g., logs, diagnostics, usage and performance metrics, generalized tags and norms, benchmarks, andreference datasets). AdSights may collect, use, and create such data to operate, secure, and improve the Services and our models/features, and for analytics and research. AdSights owns Service Data/AdSights Metadata, excluding any Customer Data embedded therein.

5.5 Aggregated/De‑identified Data. AdSights may create, use, and disclose data derived from Customer Data or Service Data that has been aggregated and/or de‑identified such that it cannot reasonably identify Customer, its Users, or an individual (e.g., industry norms, creative taxonomies, performance ranges, product adoption statistics). AdSights will not disclose such data in a form that reasonably identifies Customer or any individual. Rights in Aggregated/De‑identified Data survive termination.

5.6 Reservation of Rights. Except for the limited licenses set out here, each party reserves all rights not expressly granted. Without limiting the foregoing, AdSights retains all rights in model weights, architectures, taxonomies, benchmarks, and methodologies used to generate Outputs.

5.7 Feedback. If Customer or Users provide suggestions, enhancement requests, recommendations, corrections, or other feedback, Customer grants AdSights a perpetual, irrevocable, worldwide, royalty‑free license to use and incorporate the feedback without restriction or obligation.

5.8 Customer Marks; Publicity. With Customer’s prior consent (email sufficient), AdSights may use Customer’s name and logo to identify Customer as a client on our Site and in presentations. Customer may revoke consent with reasonable notice; we will make commercially reasonable efforts to update digital materials going forward (previously printed materials may continue to be used until supplies are exhausted).

5.9 Resource Center Submissions. Except for the limited license in §4A.3, AdSights obtains no ownership in Resource Center Submissions. AdSights may generate Aggregated/De-identified insights from use of the Interactive Tools and may use such insights as set out in §5.5.

6.1 Customer Connections. The Services enable Customer to connect accounts and import content from Third‑Party Products (e.g., ad managers, analytics tools, cloud storage). Customer is solely responsible for having and maintaining all necessary rights, consents, and approvals for such connections and for the accuracy, quality, legality, and means of acquisition of data accessed from Third‑Party Products.

6.2 Third‑Party Terms & Policies. Customer’s use of Third‑Party Products is subject to those providers’ terms and policies. AdSights does not control or endorse Third‑Party Products, does not warrant or support them (whether or not designated as “certified”), and cannot guarantee their continued availability, interoperation, or feature set. If a provider ceases to make functionality available on terms acceptable to AdSights, we may cease providing or modify related features without liability or obligation to provide any refund, credit, or other compensation.

6.3 Data Exchange Risks. Any exchange of data with a Third‑Party Product provider is solely between Customer and that provider. AdSights is not responsible for any access, use, disclosure, modification, or deletion of Customer Data resulting from access by Third‑Party Products or their providers.

6.4 API Keys; Security. Customer is responsible for safeguarding credentials, tokens, and API keys used to connect Third‑Party Products and for promptly revoking or rotating them if compromised. AdSights may provide guidance but is not responsible for securing Customer’s own infrastructure.

6.5 Platform Rules. When connecting Third‑Party Products, Customer must comply with the relevant platform rules and API policies (e.g., rate limits, attribution, branding, or creative‑use rules). We may suspend features or access to protect the Services, comply with law or third‑party terms, or address risk.

7.1 Fees & Payment. Fees and billing frequency are set out in the Order Form and are non‑refundable, except as expressly stated. Customer authorizes AdSights (and our payment processors) to charge all amounts due via the payment method on file. Unless otherwise stated, invoices are due upon receipt.

7.2 Taxes. Fees are exclusive of taxes. Customer is responsible for all taxes, duties, levies, and similar charges (excluding taxes on AdSights’ net income). If withholding applies, amounts are payable net of withholding so AdSights receives the full Fees due.

7.3 Overages & True‑Ups. If use exceeds Usage Limits or purchased quantities, AdSights may invoice overage Fees or require Customer to upgrade. Usage measurements by AdSights’ systems will govern.

7.4 Late Payment; Suspension. Customer may not withhold or set off amounts due. Late amounts accrue interest at 1.5% per month (19.56% annually) or the maximum allowed by law, plus reasonable collection costs. If failure to pay continues for **five (5) days** after notice, AdSights may: (a) suspend access to all or part of the Services until amounts are paid in full; or (b) terminate the affected Order or these Terms on notice, without liability for such suspension or termination.

7.5 Fee Changes. For renewals, AdSights may update Fees with prior notice in accordance with the Order Form. New features or packages may be priced separately.

7.6 Payment Processors. Payment processing may be provided by third‑party processors, and Customer may be required to accept their terms. Customer must remain in good standing with the processor. AdSights is not responsible for the processor’s services.

7.7 Disputed Amounts. Customer must notify AdSights in writing of any good‑faith fee dispute within 15 days of invoice; the undisputed portion remains due. The parties will work in good faith to resolve disputes; failure to timely dispute constitutes acceptance of the charges.

8.1 Term & Renewal. The Subscription Term is set out in the Order Form. Unless the Order Form states otherwise, subscriptions auto‑renew for successive terms equal to the expiring term unless either party gives notice of non‑renewal at least **thirty (30) days before the end of the current term. Month‑to‑month plans renew monthly; non‑renewal must be given at least thirty (30) days** before the next billing date.

8.2 Suspension. AdSights may suspend access immediately if: (a) Customer breaches these Terms or the AUP; (b) use poses a security, legal, or platform risk; (c) required by law or third‑party terms; or (d) fees are past due (see §7.4). We will restore access when the issue is resolved.

8.3 Termination for Cause. Either party may terminate upon written notice if the other party materially breaches and fails to cure within **thirty (30) days** after notice. AdSights may terminate immediately for repeated or egregious violations, or if suspension under §8.2 persists for more than 30 days.

8.4 Termination for Convenience (AdSights). We may terminate any Order or the Services for convenience on thirty (30) days’ notice. If we do so, we will refund any prepaid, unused Fees for the terminated portion as Customer’s sole remedy.

8.5 Effect of Termination. Upon termination or expiration, access to the Services ends. Customer remains responsible for all amounts accrued and due. Sections intended by their nature to survive (including payment obligations, IP, confidentiality, disclaimers, indemnities, limitations, Aggregated/De‑identified Data rights, and dispute resolution) will survive.

8.6 Data Return & Deletion. For **thirty (30) days after termination (unless prohibited by law or the Order Form), Customer may request export of Customer Data and Outputs stored in the Services in a commercially reasonable format. AdSights may delete Customer Data thereafter, except as retained in backups or as required for legal, audit, or security purposes. AdSights may retain Aggregated/De‑identified Data** and minimal records necessary to demonstrate compliance, billing history, or DSR handling.

9.1 Definition. “Confidential Information” means non‑public information disclosed by a party (“Discloser”) to the other (“Recipient”) that is marked or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Customer Data, roadmaps, security docs, usage data, pricing, and non‑public business information. It excludes information that Recipient can demonstrate: (a) is or becomes public through no fault of Recipient; (b) was known to Recipient without restriction before receipt; (c) was independently developed by Recipient without use of Discloser’s information; or (d) is rightfully obtained from a third party without duty of confidentiality.

9.2 Obligations; Equitable Relief. Recipient will (a) use Discloser’s Confidential Information only to exercise rights and perform obligations under these Terms; (b) protect it using no less than reasonable care; and (c) not disclose it to anyone except its and its Affiliates’ employees, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations no less protective than these Terms. Recipient remains responsible for those parties’ compliance. Any breach of this Section may cause irreparable harm for which monetary damages are inadequate; Discloser is entitled to seek injunctive relief without posting bond.

9.3 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or court order, provided it (where lawful) gives prompt notice and cooperates to seek protective treatment. Recipient will disclose only what the law requires.

9.4 Return/Deletion. Upon written request or at termination, Recipient will return or delete the other party’s Confidential Information, except for copies retained in routine backups or as required by law or for evidence of compliance. Any retained Confidential Information remains subject to this Section 9.

10.1 Security. We use administrative, technical, and physical safeguards appropriate to the nature of the data and our business. No method is 100% secure.

10.2 Roles. For Customer Data, Customer is the controller/business (or equivalent), and AdSights is the processor/service provider. For data we collect and determine the purposes/means for (e.g., account, billing, Site analytics), AdSights is a controller/business as described in our Privacy Policy (incorporated by reference).

10.3 DPA. The parties will comply with the Data Processing Addendum (DPA), which forms part of these Terms and governs AdSights’ processing of Customer Data, including assistance, security measures, subprocessing, international transfers (e.g., SCCs), and deletion/return at termination.

10.4 Customer Responsibilities. Customer is responsible for (a) providing all notices and obtaining all consents and rights necessary for AdSights to process Customer Data under these Terms and the DPA; (b) ensuring integrations and data sources are lawfully authorized; and (c) the accuracy, quality, and legality of Customer Data and how Customer acquired it.

10.5 Subprocessors (Protective). Customer authorizes AdSights to engage and replace Affiliates and third parties as subprocessors to support the Services (e.g., hosting, storage/CDN, compute, support, communications, analytics) in AdSights’ sole discretion. AdSights will impose written obligations on subprocessors that are no less protective in substance than those AdSights applies to itself for similar data under the DPA, and AdSights remains responsible for its obligations under these Terms subject to all disclaimers and limitations herein. To the extent required by Applicable Data Protection Law, AdSights will make available a current list of material subprocessors and provide notice of additions (e.g., via our Site or email). AdSights may engage or replace subprocessors without prior notice where operationally necessary.

Objections & Sole Remedy. If, where permitted by law, Customer reasonably objects in writing to a newly‑added subprocessor based on a good‑faith belief that such engagement would materially degrade the security or compliance of the Services as to Customer, the parties will discuss in good faith. If not resolved within 30 days of AdSights’ receipt of the objection, Customer may disable the affected feature(s) or terminate the affected Order prospectively; no refunds, credits, or other compensation will be due. The foregoing is Customer’s sole and exclusive remedy for any subprocessor objection. Use of Third‑Party Products under §6 is Customer‑directed and is not a subprocessing engagement by AdSights.

10.6 International Transfers. AdSights may process Customer Data globally. Where required, AdSights will rely on appropriate transfer mechanisms (e.g., SCCs) and implement supplemental measures as described in the DPA.

10.7 Assistance; DPIAs; Cost Recovery. Taking into account the nature of processing and the information available to AdSights, we will provide reasonable assistance to Customer to meet obligations regarding data subject requests, security, and data protection impact assessments, as required by Applicable Law and set out in the DPA. AdSights may charge reasonable fees (including at then‑current professional services rates) for assistance that is outside the ordinary operation of the Services, unusually burdensome, repetitive, or requires bespoke support, and for time spent responding to third‑party or regulator inquiries directed at Customer.

10.8 Deletion/Return. At termination or upon written request, AdSights will delete or return Customer Data in accordance with the DPA, subject to lawful retention in backups and for compliance, security, and billing records. AdSights may retain and use Aggregated/De‑identified Data as permitted by the Terms.

10.9 Privacy Controls (Sites). On our marketing Sites, we offer Privacy Choices controls (when available) and honor Global Privacy Control (GPC) signals (when/where available); details are in our Privacy Policy.

11.1 Security Measures. AdSights maintains administrative, technical, and physical safeguards appropriate to the nature of the data and our business. Measures include (as appropriate) hardened cloud infrastructure, MFA/least‑privilege access, encryption in transit, monitoring/logging, vulnerability management, and security training. No method of transmission or storage is 100% secure.

11.2 Incident Notice. If AdSights becomes aware of a Security Incident leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, AdSights will notify Customer without undue delay, provide available details, and take reasonable steps to mitigate and remediate. Notification is not an admission of fault. Customer remains responsible for incident notifications arising from Customer’s systems or Third‑Party Products under Customer’s control.

11.3 Audit & Assurance. To the extent required by Applicable Data Protection Law, AdSights will make available information reasonably necessary to demonstrate compliance with this Section 11 and the DPA (e.g., summaries of independent third-party audits, certifications, or security whitepapers). AdSights may satisfy audit obligations by providing such documentation (the “Compliance Package”). On-site inspections are not permitted except where expressly mandated by Applicable Law or a competent supervisory authority and only after the parties determine the Compliance Package is reasonably insufficient.

Any permitted audit must: (a) be limited in scope to systems and controls relevant to the Services and Customer Data; (b) be conducted by an independent third-party auditor mutually agreed by the parties (not a competitor), under NDA; (c) occur during normal business hours with at least 30 days’ prior written notice; (d) avoid access to other customers’ data and AdSights’ trade secrets/source code; (e) not involve penetration testing or intrusive scans without AdSights’ prior written consent; and (f) be at Customer’s sole expense, including AdSights’ reasonable internal costs at its then-current professional services rates. Audits are limited to once in any 12-month period unless required by a regulator, following a verified material Security Incident affecting Customer Data, or due to a material, uncured breach of the DPA by AdSights.

12.1 Mutual Authority. Each party represents it has the authority to enter into these Terms.

12.2 No Other Warranties; AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES, SITE, DOCUMENTATION, SDKs/APIs, AND ANY OUTPUTS (INCLUDING CREATIVE ANALYTICS, SCORING, RECOMMENDATIONS, AND BENCHMARKS) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ADSIGHTS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE, OR THAT THIRD‑PARTY PRODUCTS OR PLATFORMS WILL BE AVAILABLE OR UNCHANGED.

12.3 No Professional Advice; Business Results. Outputs are informational only. AdSights does not provide legal, financial, accounting, or professional advice, and does not guarantee business results from content or campaigns based on or incorporating information generated by the Services. Customer remains solely responsible for its decisions and compliance obligations.

13.1 By AdSights (IP Claims). AdSights will defend Customer against any third‑party claim alleging that Customer’s authorized use of the Services as delivered by AdSights directly infringes a U.S. patent, copyright, or trade secret, and will pay damages finally awarded (or settlement we approve). If such a claim arises, AdSights may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify or replace the Services to be non‑infringing with substantially equivalent functionality; or (c) terminate the affected subscriptions and refund prepaid, unused Fees as Customer’s sole remedy. AdSights has no obligation for claims to the extent based on: (i) combinations with non‑AdSights items; (ii) Customer Data, configurations, or Third‑Party Products; (iii) use not in accordance with the Terms or Documentation; or (iv) features provided at Customer’s request.

Exclusive Remedy. THIS §13.1 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT OR MISAPPROPRIATION BY THE SERVICES.

13.2 By Customer (Data/Use/Integrations). Customer will defend AdSights from and against claims arising out of or related to: (a) Customer Data (including allegations that it infringes or violates rights, or was collected or shared unlawfully); (b) Customer’s breach of the Terms or violation of law; or (c) Customer’s use of Third‑Party Products or integrations, including providers’ access to Customer Data. Customer will pay amounts finally awarded (or settlement it approves in writing).

13.3 Procedure. The indemnified party must promptly notify the indemnifying party in writing (failure to do so only relieves obligations to the extent prejudiced), give sole control of the defense and settlement (provided no admission of liability or payment without consent), and provide reasonable cooperation at the indemnifying party’s expense.

14.1 Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUES, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ADSIGHTS FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT. FOR CLARITY, THIS CAP APPLIES NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE AND APPLIES TO ALL FORMS OF LIABILITY (INCLUDING CONTRACT, TORT, INDEMNITY, AND OTHERWISE).

14.3 Suppliers. ADSIGHTS’ THIRD‑PARTY SUPPLIERS WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS.

15.1 Governing Law. These Terms are governed by the laws of Utah, USA, without regard to conflicts rules.

15.2 Arbitration; Venue; No Class/Consolidation. Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its rules. The seat and venue will be Salt Lake City, Utah. No class or representative arbitration and no consolidation with other proceedings is permitted. Either party may seek interim injunctive or equitable relief in court to protect Confidential Information or IP. The arbitration (including existence, content, and award) is confidential. Judgment on an award may be entered in any court of competent jurisdiction. Nothing in this Section prevents either party from bringing an individual action in small‑claims court where jurisdictional requirements are satisfied.

15.3 Class/Jury Waiver. Disputes will be brought only on an individual basis; class actions and jury trials are waived to the fullest extent permitted by law.

15.4 Time Limit to Bring Claims. Any claim must be filed within **one (1) year** after the cause of action accrues, otherwise it is permanently barred, to the extent permitted by law.

16.1 Notices. Legal notices to AdSights: legal@adsights.ai and the Postal Address on the Order Form. Notices to Customer: to the email/address on the Order Form. Electronic signatures and notices are effective.

16.2 Assignment. Customer may not assign these Terms without AdSights’ prior written consent (not to be unreasonably withheld); AdSights may assign to an Affiliate or in connection with a merger, acquisition, or sale of assets.

16.3 Subcontractors. AdSights may use Affiliates and subcontractors (including subprocessors under §10.4) to provide the Services without Customer consent, and remains responsible for its obligations under these Terms subject to all disclaimers and limitations herein.

16.4 Export; Sanctions; Anti‑Corruption. Customer will comply with applicable export control, sanctions, and anti‑corruption laws and will not use the Services in prohibited regions or for prohibited end uses.

16.5 Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., internet/cloud provider failures, acts of God, labor disputes, governmental actions, war, terrorism), provided the affected party uses reasonable efforts to mitigate.

16.6 Entire Agreement; Precedence. These Terms (with the Order Form, DPA, and Privacy Policy) are the entire agreement and supersede prior or contemporaneous agreements regarding the Services. If there is a conflict, the order of precedence is: (1) Order Form/SOW, (2) DPA, (3) these Terms, then (4) Documentation/policies.

16.7 Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. A party’s failure to enforce a provision is not a waiver.

16.8 No Third‑Party Beneficiaries. There are no third‑party beneficiaries to these Terms.

16.9 Independent Contractors. The parties are independent contractors; these Terms do not create a partnership, franchise, or employment relationship.

The DPA (incorporated by reference) sets out roles (Customer as controller, AdSights as processor), processing instructions, security measures, confidentiality, subprocessing, international transfers (e.g., SCCs), audits/assessments, assistance with data subject requests, and deletion/return at end of processing. The full DPA is provided separately.