Terms of Use

1. Definitions

2. Scope

These Terms govern all access to and usage of the Platform, including beta or experimental functionality, whether accessed via web UI, API, automation, or indirect integration.

3. Changes to the Terms or Platform

We may modify the Terms or any feature at any time. Material changes will be announced (e.g., banner or message). Continued use after the effective date constitutes acceptance. We may add, suspend, or discontinue any feature (including pricing, usage limits, or moderation processes) without liability.

4. Account Eligibility & Registration

You represent that: (a) you have legal capacity; (b) if registering for an organization you have binding authority; (c) your information is accurate and kept up-to-date; (d) you will not create deceptive or multiple abusive accounts. We may reject or revoke usernames or accounts violating policy or third-party rights.

5. Intellectual Property

Except for User Content, all software, UI layers, documentation, logos, trademarks, design elements, data model structures, and compilation are owned by Loquen Lab LLC or its licensors and protected by IP laws. No rights are granted except as expressly stated. All goodwill from use of marks inures to us.

6. License Grant & Restrictions

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for legitimate internal (or personal) advertising management purposes. You shall NOT (nor permit others to):

• Reverse engineer, decompile, or derive source (except to the extent mandated by applicable law where prior written request for interoperability was denied).
• Circumvent rate limits, security, authentication, or usage caps.
• Deploy scraping, bulk harvesting, or automated extraction bots beyond normal documented API usage.
• Introduce malware, backdoors, unauthorized code injection, or resource exhaustion scripts.
• Misrepresent identity, forge headers, spoof requests, or impersonate another user.
• Sell, lease, or sublicense Platform access without prior written consent.
• Use outputs to create a competing dataset or service that replicates substantial Platform functionality.

7. User Content & License to AdAgend

You retain ownership of User Content. By submitting or storing it you grant AdAgend a worldwide, non-exclusive, royalty-free license to host, cache, process, transmit, display, and (where you elect sharing) make it available to other users solely for Platform operation, improvement (e.g., performance tuning, abuse detection), and moderation review. You represent you have all rights, consents, and authorizations required. We do not pre-screen all content but reserve the right to remove or restrict content that violates these Terms or law.

7.1 User Responsibility

You are solely and entirely responsible for:

• The configuration and operation of your campaigns, ad accounts, and Connectors.
• Verifying that your ad creatives, targeting, and budgets comply with applicable platform policies and laws.
• Ensuring that your User Content and use of AI Output complies with all applicable laws, sector rules, and internal policies.
• Implementing appropriate review, validation, and backup strategies before relying on AI recommendations in production.

We provide tooling, but we do not supervise, audit, or warrant the correctness, legality, or suitability of what you build. The Company does not monitor, review, or have knowledge of the specific purposes for which you use the Platform's tools. You are solely responsible for ensuring that your use complies with all applicable laws, regulations, and ethical standards.

7.2 Third-Party / External Sources

If you import, reference, fetch, aggregate, or otherwise incorporate external data, APIs, or content (including via Connectors) into the Platform, you represent and warrant that you possess all necessary rights, licenses, consents, and usage permissions, and that you comply with all attribution, redistribution, rate limit, and other license obligations. You must not ingest or utilize external sources where you lack sufficient rights or where doing so would breach third-party licensing or terms of use.

8. AI Output & Disclaimers

AI Output (including campaign recommendations, ad copy, audience suggestions, budget optimizations, and analyses) may be inaccurate, incomplete, biased, outdated, hallucinated, or otherwise unreliable. IT IS PROVIDED “AS IS” WITHOUT ANY GUARANTEE OF ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Do not rely on AI Output as the sole basis for advertising decisions, budget allocation, or other business-critical actions. You must independently validate critical results before applying them to live campaigns.

8.1 User Environment Responsibility

The Platform is provided as a Software as a Service (SaaS) running on our servers. However, each user's environment (including their campaigns, data, and processing activities) is treated as their own isolated space. The user assumes full responsibility for:

• The configuration and operation of their environment within the Platform.
• All data retrieval, processing, storage, and transmission activities performed in their environment.
• Compliance with applicable laws, regulations, and third-party terms related to data sources and usage.
• Any risks, damages, or consequences arising from automated campaign changes made through the Platform.

8.2 Monitoring and Non-Interference

The Company does not actively monitor, audit, or interfere with the activities, data retrieval, or processing performed by users within their environments. The Platform is provided as a set of tools, and the Company assumes no responsibility for the content, accuracy, legality, or outcomes of user actions. The Company reserves the right to review content only in response to specific reports of abuse or legal requirements.

9. No Professional Advice

Nothing on the Platform constitutes legal, accounting, tax, or other regulated advice. Historical or simulated performance does not guarantee future outcomes. You assume all risk from decisions taken based on data or AI Output.

10. Data Accuracy & External Sources

Third-party or user-supplied sources (including ad platforms accessed via Connectors) may suffer latency, outages, truncation, inconsistency, or withdrawal. We do not guarantee continuity or accuracy of external feeds, nor that transformations preserve semantics. You accept the risk of delays, interruptions, or corruption. The Company is not liable for any misuse of data retrieval tools, including unauthorized access to external sources, data breaches caused by user actions, or failures in user-configured integrations.

11. Prohibited Conduct (Illustrative)

You must NOT:

1. Use the Platform for unlawful surveillance, exploitation, harassment, or discrimination.
2. Upload or transmit infringing, defamatory, fraudulent, obscene, or privacy-violating material.
3. Attempt unauthorized access to systems, networks, or data not intentionally exposed to you.
4. Perform load, stress, or penetration testing except with prior written permission.
5. Share credentials or allow unapproved shared logins.
6. Use anonymization to evade suspensions or geographic restrictions.
7. Incorporate, copy, fetch, or use external data or materials without possessing sufficient rights or license compliance.
8. Use the Platform to violate any ad platform's terms of service or advertising policies.

12. Moderation & Enforcement

We may (but are not obligated to) scan or review User Content for compliance. We can refuse publication, de-list, rate-limit, suspend, or remove items at our discretion to mitigate risk or abuse. System messages may inform you of moderation status.

13. Billing & Payments

Subscription fees are billed in advance on a monthly or annual basis, as selected during checkout. Unless required by mandatory law: (a) unused subscription periods are non-refundable; (b) we may adjust pricing prospectively with notice; (c) suspected fraud or abuse may freeze or suspend accounts. You are responsible for applicable taxes arising from your subscription.

14. Refunds

Except where a mandatory consumer or financial protection law grants a right of withdrawal or refund, subscription purchases are final. Contact support for exceptional review of erroneous duplicate charges. We offer a 14-day money-back guarantee for new annual subscriptions.

15. Suspension & Termination

We may suspend or terminate accounts for: policy breach, abusive automation, fraudulent activity, legal request, security threat, or prolonged inactivity. Upon termination: (a) license ends; (b) we may retain minimal logs for security/legal compliance; (c) User Content may be retained in anonymized or aggregated forms unless removal is legally mandated.

16. Feedback

You grant us a perpetual, irrevocable, worldwide, royalty-free license to use any feedback, suggestion, or idea without obligation or attribution.

17. Indemnification

You will defend, indemnify, and hold harmless Loquen Lab LLC and affiliates from claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your User Content; (b) violation of these Terms; (c) infringement or misappropriation of any third-party right; (d) misuse of AI Output; (e) violation of any ad platform's terms of service.

18. Disclaimers (No Warranties)

THE PLATFORM, AI OUTPUT, DATA SOURCES, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, OR STATUTORY), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. AVAILABILITY, UPTIME, ACCURACY, SECURITY, LATENCY, INTEGRITY, AND PERFORMANCE ARE NOT GUARANTEED.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED (A) THE AMOUNT PAID BY YOU TO US FOR PLATFORM USE IN THE THREE (3) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED (100) USD IF NO SUCH PAYMENTS WERE MADE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS — YOUR RIGHTS MAY DIFFER.

20. Third-Party Services

Integrations, Connectors, links to external services (including Google Ads, Meta Ads, Reddit Ads, Shopify, and others) are provided at your discretion and risk. We are not responsible for third-party terms, policies, outages, or data handling. You are responsible for maintaining compliance with each platform's terms of service.

21. Beta / Experimental Features

Beta features may be unstable, incomplete, lower quality, and subject to stricter limits or removal without notice. They are provided solely for evaluation and not for production reliance.

22. Force Majeure

We are not liable for delays or failures caused by events beyond reasonable control (natural disaster, war, labor dispute, internet outage, regulation changes, supply chain issues, acts of third parties, etc.).

23. Governing Law & Venue

These Terms are governed by the laws of the State of New York (USA), excluding conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Exclusive jurisdiction and venue lie in the state or federal courts located in New York County, New York, unless mandatory law specifies otherwise.

24. Dispute Resolution

Before filing a formal claim, you agree to attempt good-faith resolution by emailing [email protected] with a detailed description. If unresolved within 30 days, formal proceedings may commence. Nothing restricts urgent injunctive relief for security or IP misuse.

25. Severability

If a provision is unenforceable, the remainder remains in effect. A modified, lawful provision closest to the original intent shall replace the invalid portion.

26. No Waiver

Failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

27. Entire Agreement

These Terms constitute the entire agreement between you and us regarding the Platform and supersede prior or contemporaneous representations or agreements (oral or written).

28. Assignment

You may not assign or transfer rights or obligations without prior written consent. We may assign as part of a merger, acquisition, corporate reorganization, or asset sale.

29. Electronic Acceptance

You acknowledge that electronic actions (click-through, checkbox, continued use) constitute valid consent and electronic signatures.

30. Contact