1. The agreement
These Terms of Service (the "Terms") are a binding agreement between [adclip legal entity name] ("adclip", "we", "us") and the business or individual using our website or services ("you"). By using the website, booking a demo, or signing an order form you agree to these Terms.
If you sign a separate master services agreement or order form with us, that document controls where it conflicts with these Terms.
2. The services
adclip provides advertising infrastructure and related services, including the Private Media Network (distributed ad account management, creative production, DM operations, attribution, and reporting) and AI Sales Teams (voice agents that dial, qualify, transfer, and score calls). The exact scope of any engagement is described in your order form.
We may change, improve, or retire features of the services over time. Where a change materially reduces the scope you are paying for, we will tell you in advance.
3. Eligibility and your responsibilities
The services are offered to businesses, not consumers. You represent that you are authorized to bind the business you act for, that your offers and advertising comply with the law and the policies of the advertising platforms you use, and that the information you give us is accurate.
- You are responsible for the products, services, claims, and pricing in your offer.
- You are responsible for your ad spend, which is billed by the advertising platforms and is separate from our fees.
- You will provide the creative assets, brand guidelines, offer details, and access we reasonably need to deliver the services.
- You will not use the services for anything unlawful, deceptive, or prohibited by an advertising platform's policies.
4. Acceptable use
You agree not to, and not to allow anyone else to:
- Use the services to promote prohibited, fraudulent, or misleading products or claims.
- Attempt to access accounts, systems, or data that are not part of your engagement.
- Interfere with the operation or security of the services, or reverse engineer any part of them.
- Use the AI Sales Teams to make calls that violate telemarketing, consent, or recording laws in any jurisdiction where the call is placed or received.
- Resell or sublicense the services without a written partner agreement with us.
5. Fees, billing, and no contracts
Infrastructure fees are billed monthly in advance at the rate on your order form. There are no setup fees and no long-term commitment; either party may end a monthly engagement by giving notice before the next billing date. Fees already paid for the current month are not refunded.
AI Sales Teams are scoped and priced per team and billed as set out on your order form. Ad spend, platform fees, telephony usage passed through at cost, and taxes are separate and your responsibility.
Late payments may result in suspension of the services until the balance is cleared.
6. Ad accounts, assets, and ownership
Ad accounts, pages, and profiles operated within the Private Media Network are provisioned, warmed, and managed by adclip as part of the infrastructure. Unless your order form says otherwise, those accounts remain part of our infrastructure and are not transferred to you when an engagement ends.
You own your brand, your offer, your source creative, your audience data, your customer data, and the attribution and call data generated for you. Creative produced for you under an engagement is licensed to you for use in your advertising and, once paid for, assigned to you.
We own the services, our tooling, our processes, and any improvements to them.
7. AI Sales Teams and call recording
AI Sales Teams place and receive voice calls using automated agents. You are responsible for obtaining any consent required to contact your leads, for complying with do-not-call, recording, and consent laws that apply to your calls, and for the accuracy of the scripts, offers, and claims the agents are trained on.
Calls may be recorded and transcribed to produce scorecards and to improve the agents assigned to you. Where the law requires it, the agent will disclose that the call is recorded or automated.
8. Confidentiality
Each party will keep the other's non-public business information confidential and use it only to perform under these Terms. This includes your offer economics, results, and account structure, and our processes and infrastructure. Case studies and public references require your written approval.
9. Disclaimers
Advertising results depend on your offer, your market, platform behavior, and factors outside our control. Figures on our website describe past client results and are not a guarantee of yours. Except as expressly stated in an order form, the services are provided "as is" and we disclaim all implied warranties, including merchantability and fitness for a particular purpose.
10. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, consequential, or punitive damages, or for lost profits or revenue, arising out of these Terms. Each party's total liability under these Terms is limited to the fees you paid to us in the [three (3)] months before the claim arose. These limits do not apply to breaches of confidentiality, your indemnity obligations, or liability that cannot be limited by law.
11. Indemnity
You will defend and indemnify adclip against third-party claims arising from your offer, your products or services, your advertising claims, your customer data, or your breach of these Terms or applicable law, including advertising platform policies and telemarketing or recording laws.
12. Termination
Either party may end a monthly engagement with notice before the next billing date. We may suspend or end the services immediately if you breach these Terms, if your use puts our infrastructure or other clients at risk, or if an advertising platform requires it. On termination we will return or delete your data as described in the privacy policy and stop billing you from the next cycle.
13. Governing law and disputes
These Terms are governed by the laws of [State], without regard to conflict-of-law rules. Any dispute will be resolved in the state or federal courts located in [County, State], and both parties consent to that jurisdiction. [Optional: arbitration clause.]
14. Changes to these terms
We may update these Terms from time to time. Material changes will be posted on this page with a new effective date and, for active clients, sent by email. Continued use of the services after the effective date means you accept the updated Terms.
15. Contact
Questions about these Terms: [legal@adclip.io]. Postal address: [Company address].