Terms of Service

1. Agreement to these terms

These Terms of Service, together with the terms of the plan you select (collectively, the "Terms"), govern your engagement with Adnuvio ("Adnuvio", "Company", "we", "us", "our") for the purpose of accessing and using our advertising account and media buying services (the "Services"), together with the website at adnuvio.com (the "Website").

This is a legally binding agreement between you ("Customer", "you", "your") and the Company, formed when you register for the Services. You and the Company are each a "party" and together the "parties".

If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Scope of service & plans

2.1. Subject to these Terms, the Company will provide you with access to the Services you select, which may include access to advertising accounts held under our agency structure on a supported advertising platform (each a "Media Platform"), setup and structuring of business manager assets, compliance review, and account support.

2.2. Supported Media Platforms currently include Meta, Google, TikTok, Snapchat, X, Reddit, and Pinterest. Availability, spend limits, accepted payment methods, geographic access, and approval times differ by Media Platform and may change at any time.

2.3. The scope of the Services — including spend limits, fees, and top-up handling — is determined by the plan you select at registration or during onboarding ("Plan"). The terms of each Plan are incorporated into these Terms by reference and form an integral part of them. Where a Plan conflicts with these Terms, the Plan governs for that subject matter.

2.4. Spend limits, account tiers, and any minimum spend are set at onboarding based on your advertising history and are reviewed periodically. Nothing on the Website is a commitment to any particular tier, limit, or approval time.

2.5. Subject to these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sub-licensable right to use the Services during the Term and solely for the purpose set out in these Terms.

2.6. The Company may, at its sole discretion: (i) determine the features, settings, pricing, and availability of the Services; and (ii) modify, update, replace, suspend, or discontinue the Services or any part of them, including any Plan or feature, temporarily or permanently, without liability to you.

3. Registration & your account

3.1. To use the Services you must register and create an account ("Customer Account"). You must be at least 18 years old and legally capable of entering into a binding contract.

3.2. You are solely responsible for keeping your credentials confidential and for all activity that occurs under your Customer Account. Any unauthorized access or use must be reported to us immediately. You may not assign or transfer your rights, delegate your duties, share your credentials, or give any third party access to the Services without our prior written consent.

3.3. At registration and at any time afterwards, we may request information and documentation we consider necessary to create, verify, or maintain your Customer Account, including business verification and identity documents. You represent that the information you provide is accurate and complete, and you agree to update it promptly if it becomes inaccurate or outdated. Failure to provide requested information, or the provision of untrue or inaccurate information, may result in denial, delay, limitation, suspension, or termination of your Customer Account, effective immediately and with or without notice.

3.4. We store, process, and use information provided during registration and through your use of the Services in accordance with our Privacy Policy. We may use the email address you provide to send operational messages about the Services, and — where permitted by applicable law — marketing messages. You may opt out of marketing at any time.

3.5. You must not be located in, resident in, or acting on behalf of any person in a jurisdiction subject to sanctions or embargoes that would make provision of the Services unlawful. We may decline to provide, or may withdraw, the Services at our discretion, including where we believe a customer presents legal, compliance, platform, or reputational risk.

3.6. Territory

The Services are provided from the United States and are offered to business customers in the United States. We do not direct or market the Services to individuals in the United Kingdom or the European Economic Area, and we make no representation that the Services or any material on the Website are appropriate or available for use elsewhere. If you access the Services from outside the United States you do so on your own initiative and are solely responsible for compliance with the laws of your own jurisdiction, including any data protection, consumer, and advertising law that applies to you.

4. Ad accounts & platform relationship

4.1. Advertising accounts and business manager assets made available through the Services remain held under the Company's agency structure or that of its suppliers. You are granted access to operate those accounts for your own advertising, subject to these Terms and to the terms of the relevant Media Platform.

4.2. You do not acquire ownership of, or any transferable interest in, any advertising account, business manager asset, page, pixel, or profile provided through the Services. Access is not resellable, sub-licensable, or assignable without our prior written consent.

4.3. The Company may change, migrate, or replace an advertising account or business manager asset at any time where operationally or commercially necessary, without liability to you, and you shall have no claim in respect of any error or damage resulting from such a change.

4.4. Where you ask us to, we may introduce you to third-party providers for services that fall outside the Services. Any engagement with such a provider is made directly between you and that provider, does not form part of the Services, and the Company has no responsibility or liability in respect of it.

4.5. Media Platform policies

Your use of every advertising account is additionally governed by the advertising policies and terms of the Media Platform in question ("Media Platform Policies"). Where those policies conflict with these Terms, the Media Platform Policies govern your conduct on that platform. You are responsible for reading and following them, including:

• Meta Advertising Standards
• Google Ads policies
• TikTok Advertising Policies
• Snapchat Advertising Policies
• X Ads policies
• Reddit Advertising Policy
• Pinterest advertising guidelines

5. Acceptable use & restrictions

5.1. You undertake that you will not, and will not allow others to:

• interfere with or compromise the integrity or security of the Services, or decipher any transmission to or from the servers running them, or bypass any measure we use to restrict access;
• take any action that imposes, or may impose, an unreasonable or disproportionate load on the infrastructure supporting the Services;
• sell, license, sub-license, lease, assign, transfer, pledge, or share any right granted under these Terms with a third party except as expressly permitted;
• disassemble, decompile, reverse engineer, or attempt to derive the source code or underlying logic of any part of the Services;
• upload invalid data, viruses, worms, malicious code, or other harmful software agents;
• use the Services for any illegal or unauthorized purpose, or for any purpose that could give rise to civil liability;
• modify the Services, insert any code or product into them, or create derivative works of them; or
• use the Services in a manner that violates any Media Platform Policies or infringes the rights of any third party, including privacy, publicity, and intellectual property rights.

5.2. You assume full responsibility for every action taken under the advertising accounts made available to you, and for ensuring that those actions — along with every campaign and every item of ad content (respectively a "Campaign" and "Advertisements") delivered through the Services — comply with all applicable laws, these Terms, and the Media Platform Policies.

5.3. You must not attempt to circumvent Media Platform enforcement, ad review, or spend controls, including through cloaking, redirect chains, or any technique intended to present reviewers with content different from that shown to users.

6. Prohibited & restricted content

6.1. Prohibited Content. You may not use the Services to manage Campaigns or deliver Advertisements that involve, facilitate, advocate, or promote — directly or indirectly — any of the following:

• Illegal, illicit, dangerous, or unsafe products, activities, or services, or anything unlawful in the territory where it is served.
• Sexually explicit or adult content, including pornographic or highly suggestive material, and explicit, obscured, or implied sexual acts or language, whether simulated or real.
• Graphic or explicit violence, including assault, rape, injury to people or animals, torture, or terrorism.
• Illegal drugs, drug paraphernalia, or substance abuse.
• Weapons and weapon accessories, including firearms, firearm parts, ammunition, and explosives.
• Counterfeit goods, stolen data or credentials, or unlicensed regulated products.
• Libellous, defamatory, obscene, false, misleading, or deceptive content, including fabricated endorsements, fake reviews, and false scarcity.
• Content that discriminates on the basis of race, ethnicity, gender, religion, sexual orientation, age, or disability.
• Copyrighted or trademarked material used without the rights holder's permission.
• Cloaking, redirect chains, or any other technique designed to evade platform review or enforcement.
• Anything otherwise restricted or prohibited under applicable law or the Media Platform Policies.

6.2. Restricted verticals. The following are permitted only where we have approved them in writing for your account in advance, and only where the relevant Media Platform permits them for your entity and territory, subject to any certification or license that platform requires:

• Gambling, betting, lotteries, casinos, and social casino or real-money gaming.
• Financial services, investing, retirement planning, lending, banking, crypto-assets, and forex.
• Alcohol, tobacco, nicotine, and vaping products.
• CBD, hemp, and related products.
• Pharmaceuticals, supplements, health claims, and weight-loss offers.
• Dating, political, and social-issue advertising.

Approval of a restricted vertical by the Company is not approval by any Media Platform, and does not oblige us to continue supporting that vertical.

6.3. Failure to comply with this section is a material breach. It may result, at the Company's sole discretion, in immediate suspension or termination of access to the Services and of this agreement, without replacement and without liability to you, and without limiting any other remedy available to us. Remaining balances on an account suspended under this section may be withheld pending investigation.

7. Compliance review

7.1. Advertisements, landing pages, and offers may be reviewed by us before and during Campaign delivery. We may require changes, decline to approve material, or pause delivery where we consider there is a policy, legal, or platform risk.

7.2. Compliance review is a risk-reduction measure provided for the protection of the account and of our standing with the Media Platforms. It is not a guarantee that any Advertisement will be approved, that it will remain approved, or that an account will not be restricted, suspended, or banned. Approval by Adnuvio does not constitute approval by any Media Platform.

7.3. Any compliance audit, recommendation, or feedback we provide is offered for your information only. It is not legal or regulatory advice, and you remain solely responsible for the lawfulness of your advertising.

8. Fees

8.1. In consideration for the Services, you will pay the fees calculated in accordance with the Plan you select at registration or during onboarding, including the applicable subscription type ("Fees"). All Fees are non-cancellable and non-refundable except where these Terms or applicable law expressly provide otherwise.

8.2. For the avoidance of doubt, Fees do not include the amounts payable to a Media Platform in consideration for your Campaigns. Advertising spend is funded separately in accordance with section 9.

8.3. All amounts payable for the Services are exclusive of taxes, including sales tax, value-added tax, and any other charges, levies, or duties, which are your responsibility.

8.4. Your billing date is the date you purchase a Plan and make the first payment. You will be automatically charged the applicable Fees on each subsequent billing date, and the subscription remains active until you cancel it or we terminate it in accordance with these Terms. You must cancel before renewal, in line with the notice period in section 11, to avoid being charged for the next billing period. Payments are processed by third-party payment processors; we do not store your full card details.

8.5. We may change the Fees for any Plan from time to time. We will not change the Fees during a subscription period already paid for, but on automatic renewal it is your responsibility to review the current Fees before renewal, as those Fees will apply to the renewed term.

8.6. Late payments are subject to interest at 1.5% per month on the outstanding balance, or the maximum rate permitted by law if lower, together with reasonable collection costs. Where we suspect fraud, or where any payment is refused or reversed, we may withhold amounts held for you and take legal action to recover sums owed.

8.7. Chargebacks

Initiating a chargeback or payment dispute without first contacting us may result in immediate suspension of access. Amounts recovered by chargeback, together with any associated fees, may be deducted from any remaining balance held for you.

9. Top-ups & campaign spend

9.1. Advertising balances are funded in advance. You are solely responsible for maintaining the balance on your advertising accounts and for topping up on time. Campaigns may be paused if an account is not topped up on time, and the Company is not responsible for paused Campaigns or for any loss of sales, data, learning, or performance resulting from an account running out of balance.

9.2. Accepted funding methods, minimum amounts, and clearing times differ by Media Platform and by Plan and are confirmed to you at onboarding. Clearing times quoted anywhere on the Website are indicative only and are not guaranteed.

9.3. Under certain Plans, the Company may at its sole discretion pre-fund or top up your advertising account on your behalf (the "Top-Up Service"). Where it does, you agree to reimburse the Company in full and without delay for all amounts advanced, in accordance with the payment terms on the applicable invoice. Failure to reimburse on time is a material breach of these Terms, and we may without prior notice suspend or terminate the Services and remove your access to the advertising accounts. We may require a deposit, a payment guarantee, or a valid pre-authorized payment method for the purpose of reimbursement, and may charge that method automatically when a top-up is performed.

9.4. From time to time we may receive coupons, promotional credits, or similar credits from a Media Platform ("Coupons"). Whether to apply a Coupon to your account is entirely at our discretion. If we do, the application is treated as a top-up made on your behalf under section 9.3 and is charged to you in accordance with the terms disclosed to you at the time the Coupon is offered.

9.5. You acknowledge that a delay or failure to pay may cause serious and potentially irreversible harm to the Company. You will reimburse, indemnify, and hold the Company harmless against all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising directly or indirectly from your failure to make timely payment in connection with an advertising account, including under the Top-Up Service.

9.6. Unspent balances

On termination of the Services by you, or by us for convenience, we will return any unspent balance held on your behalf, less any amounts you owe us and less any fee or spread charged by the Media Platform or payment processor on withdrawal, within a reasonable period. Unspent balances on an account terminated for your material breach, or restricted by a Media Platform as a result of your breach, may be withheld pending investigation and may be irrecoverable where the Media Platform itself withholds them.

10. Platform action & replacements

10.1. Media Platforms may restrict, suspend, disable, or ban accounts, assets, or Campaigns at their sole discretion, at any time, and without notice to us or to you. The Company has no control over such decisions.

10.2. Where an account is restricted, we will use commercially reasonable efforts to seek recovery or appeal through the agency channels available to us. No outcome, timeframe, or success rate is guaranteed.

10.3. Where recovery is not achieved and the restriction did not arise from your breach of sections 5 or 6, we may provide a replacement account. Any replacement, the terms on which it is provided, and the treatment of any balance remaining on the restricted account are determined by us in accordance with your Plan and with what the relevant Media Platform permits.

10.4. Replacements are not provided where the restriction resulted from Prohibited Content, from circumvention of platform controls, or from any other material breach of these Terms.

11. Term & termination

11.1. These Terms take effect on the date you accept them through registration and continue for the subscription period of the Plan you purchased, renewing automatically for successive periods unless canceled or terminated in accordance with this section (the "Term").

11.2. You may terminate your subscription and these Terms at any time, for any reason or none, by giving the Company at least thirty (30) days' notice before the next billing date of your Plan. Termination takes effect at the end of the then-current subscription period.

11.3. The Company may terminate these Terms for any reason or none. Where termination is not due to your breach, act, or omission, it takes effect either at the end of the then-current subscription period or, at our discretion, immediately, in which case prepaid Fees are refunded pro rata for the unused period. In the event of breach or suspected breach of these Terms or of applicable law by you, we may immediately block access, suspend your Customer Account, or remove advertising accounts from the Services, without liability to you including for any loss of data or campaign history.

11.4. On expiry or termination, all rights and licenses granted under these Terms terminate immediately and you must cease using the Services. Sections 4, 5, 6, 8, 9, 12, 13, 14, 15, and 17, and any other section that by its nature is intended to survive, survive termination or expiry for any reason.

12. Intellectual property

12.1. All intellectual property rights and all other right, title, and interest of any nature in and to the Website, the Services, the Adnuvio brand, and any related documentation made available by or on behalf of the Company — including all modifications, enhancements, upgrades, customizations, and derivative works — are and remain the exclusive property of the Company and its licensors.

For the purpose of these Terms, "intellectual property rights" means all intellectual property rights of every kind, including: rights in trade marks and service marks whether or not registered, trade names, and other designations of source, together with associated goodwill; patents and patent applications; copyright whether or not registered; rights in trade secrets and confidential information, including know-how, methods, ideas, and inventions; rights in software and computer code in any form; and all applications and registrations for any of the foregoing.

12.2. Nothing in these Terms transfers any right, title, or interest to you or to any third party except as expressly stated. All rights not expressly granted are reserved. This section survives termination or expiry of these Terms.

12.3. You retain ownership of the Advertisements, creatives, copy, and other materials you supply. You represent and warrant that you are the creator and owner of those materials, or that you hold all necessary licenses, rights, consents, and permissions to use them in connection with the Services. You grant the Company a non-exclusive, royalty-free license to use, host, reproduce, and transmit those materials to the extent necessary to provide the Services, including submitting them to a Media Platform for review.

13. Indemnification

You shall indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, shareholders, employees, and representatives (the "Indemnified Parties") from and against any and all demands, judgments, awards, losses, damages, expenses, claims, and liabilities, together with all related costs including reasonable legal fees, incurred by the Indemnified Parties as a result of or arising out of a third-party claim arising from:

• your breach of these Terms, including of any representation or warranty you make under them;
• your gross negligence, wilful misconduct, or fraud, or that of your employees, agents, or subcontractors;
• infringement of a third party's intellectual property or other rights;
• any Campaign, Advertisement, or advertising account in breach of the Media Platform Policies or containing Prohibited Content;
• any breach or violation of applicable law by you; and
• non-payment of any Fees or funds, including under the Top-Up Service.

14. Disclaimers & limitation of liability

14.1. By using the Services you accept responsibility for the results of that use. The Company does not guarantee that you will obtain any result, benefit, or profit. The ultimate success or failure of a Campaign depends on your own efforts, your own content, your own circumstances, and other factors beyond the Company's control. Administration and performance of your Campaigns are your sole responsibility.

14.2. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY TRANSACTION MADE THROUGH THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, INCLUDING THROUGH YOUR CREDENTIALS, AND ANY ACTION PERFORMED DURING SUCH ACCESS; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY BUG, VIRUS, TROJAN HORSE, OR SIMILAR THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES; (V) ANY LOSS OF TRANSACTION, DATA, OR CONTENT; OR (VI) ANY DAMAGE RELATING TO AN ADVERTISING ACCOUNT OR RESULTING FROM ANY ACTION TAKEN BY A MEDIA PLATFORM, INCLUDING ACCOUNT OR CAMPAIGN SUSPENSION, RESTRICTION, TERMINATION, OR A CHANGE OF POLICY.

14.3. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR FOR LOSS OF PROFIT, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF BUSINESS INFORMATION OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY THE COMPANY FROM YOU DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

14.5. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation. Some jurisdictions do not allow the exclusion of certain warranties, or the exclusion or limitation of liability for incidental or consequential damages, so some of the exclusions and limitations above may not apply to you. In those jurisdictions our liability is limited to the greatest extent permitted by law.

15. Confidentiality

In the course of the relationship under these Terms, either party (the "Disclosing Party") may disclose to the other (the "Receiving Party") confidential information regarding its technology, operations, or business ("Confidential Information"). The Receiving Party agrees to keep Confidential Information confidential and not to disclose or use it except to support its use or provision of the Services.

Confidential Information does not include information the Receiving Party can show: (i) was already lawfully known to it, or was independently developed by it, without access to or use of the Confidential Information; (ii) was received from a third party without restriction; or (iii) is publicly and generally available free of confidentiality restrictions.

Where the Receiving Party is required to disclose Confidential Information by law, regulation, or in the context of a law enforcement investigation, it shall give the Disclosing Party prompt notice where lawfully able to do so and cooperate to minimise the disclosure. The Receiving Party shall restrict disclosure to those of its employees and contractors with a reasonable need to know, who are bound by written confidentiality obligations no less restrictive than those set out here. The obligations in this section survive termination or expiry of these Terms for a period of three (3) years.

16. Amendments

The Company reserves the right to modify, correct, or amend these Terms at any time. The most current version will always be posted on this page and any change will be reflected in the "Last updated" date above. It is your responsibility to keep yourself familiar with the current version. Your continued use of the Services after an updated version is posted constitutes your agreement to be bound by it. Where, in the Company's sole discretion, changes are substantial, we will send or post an appropriate notification.

17. General

17.1. Governing law and jurisdiction

These Terms, and any claim, controversy, or dispute arising under, related to, or otherwise in connection with them, are interpreted, construed, and enforced in accordance with the laws of the State of Nevada, USA, without giving effect to any conflict of law principles. The parties agree that any lawsuit brought in respect of these Terms shall be brought and tried exclusively in the competent state or federal courts located in Clark County, Nevada, USA, and each party submits to the exclusive jurisdiction of those courts. Nothing in this section prevents the Company from seeking injunctive or equitable relief in any court of competent jurisdiction.

17.2. Relationship of the parties

Each party is an independent contractor and has no authority to bind or commit the other. Nothing in these Terms creates a joint venture, partnership, fiduciary, or agency relationship between the parties for any purpose.

17.3. Assignment

You may not assign these Terms, or any of your rights or obligations under them, to any third party without the Company's prior written consent. The Company may assign its rights and obligations to an affiliate, or to any successor by way of merger, acquisition, or sale of all or substantially all of its assets.

17.4. Force majeure

Neither party is liable for any delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including strikes, lockouts, labor disputes, restrictive government or judicial orders, riots, insurrection, war, terrorism, acts of God, epidemic, failure of telecommunications or hosting infrastructure, and inclement weather, provided the non-performing party uses reasonable efforts to overcome those circumstances.

17.5. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions is not affected or impaired, and the affected provision will be construed so as to be enforceable to the maximum extent permissible by law.

17.6. Waiver

A delay or omission by either party in exercising any right under these Terms is not a waiver of that right. A waiver of any performance provision is not a waiver of any succeeding performance or breach.

17.7. Entire agreement

These Terms, together with the Plan and the Privacy Policy, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior discussions, proposals, and representations, whether oral or written.

18. Contact

Questions about these Terms can be sent to hello@adnuvio.com, or by post to:

Adnuvio
10845 Griffith Peak Dr Ste 200
Las Vegas, NV 89135
United States

Official Adnuvio communication comes only from @adnuvio.com email addresses and from the phone and Telegram contacts published on our website. We will never contact you from another Telegram account to request payment or account access. Please report suspected impersonation to hello@adnuvio.com.