Terms of Service

Eligibility and Acceptance

You may use the Services only if you can form a binding contract with AdBridge and are not barred from using the Services under applicable law. You must be at least 18 years old. These Terms are enforceable as a clickwrap agreement upon acceptance.

Registration and Access

You must provide accurate and complete information to register for the Services and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account.

Services and License

Subject to your compliance with these Terms and payment of applicable fees, AdBridge grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your business purposes.

Licensed Personality Rights Usage and AI-Generated Content

Use of the AdBridge platform to generate synthetic content is subject to the AdBridge Release & License to Use Likeness (https://www.adbridge.ai/terms-of-release-license). While these Terms govern the technical use of our tools, the rights to use, reproduce, and modify Personal Information (as defined in the License) and the ownership of any resulting Outputs are governed strictly by that separate agreement.

Content Review and Approval

AdBridge provides the Services and generates "The Output" based on the "Inputs" and instructions provided by the Customer. Customer acknowledges that "The Output" is generated by artificial intelligence and may contain factual errors, "hallucinations," or inaccuracies.

Customer is solely responsible for reviewing and approving all Outputs prior to any public release, distribution, or monetization. By distributing "The Output," the Customer warrants that it has verified the accuracy and legality of the content.

AdBridge makes no warranty, express or implied, regarding the factual accuracy, completeness, or suitability of "The Output" for any specific legal or regulatory advertising standard. AdBridge shall have no liability for errors in the content of "The Output" or for any claims arising from the distribution of unverified or inaccurate AI-generated content.

Security and Data Protection

Compliance with Laws: Customer shall comply with all applicable laws and regulations relating to data privacy and security, including those pertaining to the collection, use, storage, and processing of Personal Information and any other data exchanged or accessed under these Terms.

Data Security: Customer shall implement commercially reasonable measures to ensure the security and confidentiality of the information against unauthorized access, use, disclosure, alteration, or destruction.

Upon a valid request for deletion of Personal Information or Inputs pursuant to the AdBridge Release & License to Use Likeness, AdBridge shall remove all such raw digital assets from its active storage and production servers within thirty (30) days. Customer acknowledges and agrees that: (a) "deletion" applies to the specific digital files and metadata provided as Inputs and any discrete Outputs; and (b) due to the nature of machine learning technology, AdBridge is not required to extract or "unlearn" mathematical representations or model weights derived from the Inputs that have been integrated into a broader, multi-user AI model, provided that such weights cannot be used by a third party to independently reconstruct the Customer's specific likeness.

Payment Terms

Payments. If you utilize any Services, you will provide complete and accurate billing information, including a valid payment method.

For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You're responsible for all applicable taxes, and we'll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received. Late payments may accrue interest at 1.5% per month or the highest rate allowed by law.

For CPM based usage fees, charges will be invoiced sixty (60) days following the end of the calendar month in which the usage occurred. All invoices are due and payable upon receipt or within 30 days. Fees are based on impressions delivered and reported by Customer's hosting and monetization platform.

Cancellation. You can cancel your use of the services at any time. Payments are non-refundable, except where required by law.

Changes. AdBridge may change prices from time to time. If prices change, we will provide at least 30 days' notice and any price increase will take effect on your next billing cycle.

Customer Obligations

Customer is obligated to provide AdBridge with API authentication to its selected hosting and monetization platform in order for AdBridge to deliver services and access reporting.

Customer shall promptly notify AdBridge of any Content Producer's withdrawal of consent or any other change in consent status that affects AdBridge's ability to use the Personal Information or The Outputs. Customer agrees to cooperate with AdBridge in responding to any Content Producer requests concerning their Personal Information or The Output.

Usage Limits and Fair Use

Use of the Services is subject to the usage tiers, quotas, and fair use restrictions presented at sign-up or in documentation. AdBridge may monitor usage and throttle, suspend, or terminate access if limits are exceeded or abuse is detected.

Confidentiality

For the purposes of this Agreement, "Confidential Information" shall mean the terms of this Agreement and any non-public information, including but not limited to fees, advertiser details, or any other information related to the terms of the Agreement between the Parties. Both Parties agree to keep these details confidential. The Parties' obligations regarding the Confidential Information will remain in force for the term of this Agreement and for a period of two (2) years after termination or expiry for any reason.

Indemnification

Except in connection with fraud, or a material breach of the terms of this agreement, the Customer agrees to indemnify, defend, and hold harmless AdBridge, its agents, licensees, affiliates, employees and assigns (collectively, "Released Entities") from and all claims the Customer, or any third party, may have now or in the future for invasion of privacy, right of publicity, copyright infringement, defamation or any other cause of action arising out of the use, exploitation, reproduction, adaptation, distribution, broadcast, performance or display of the Personal Information.

Limitation of Liability

Except with respect to AdBridge's indemnification obligations, confidentiality obligations, intellectual property obligations, security and data protection obligations, and any liabilities arising from AdBridge's gross negligence or willful misconduct, in no event shall AdBridge, nor its affiliates or licensors, be liable to Customer for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation lost profits, loss of goodwill, or loss of business opportunity, arising out of or related to this Agreement, even if advised of the possibility of such damages.

AdBridge's total cumulative liability for any and all claims arising out of or related to this Agreement shall not exceed the total amount paid or payable by AdBridge to Customer under this Agreement in the three (3) months immediately preceding the claim.

Force Majeure

AdBridge shall not be liable for any failure or delay in its performance under this Agreement due to causes which are beyond its reasonable control, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, terrorism, failure of third-party suppliers, or governmental action (each a "Force Majeure Event").

For the avoidance of doubt, a Force Majeure Event shall not excuse Partner's obligation to make any payments due to AdBridge under this Agreement. To the extent that a Force Majeure Event prevents AdBridge from performing its obligations for more than ninety (90) business days, AdBridge may terminate this Agreement upon written notice to Partner without penalty or further liability.

Governing Law

This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of law principles.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions or agreements.