Terms of Service

1.1 Who we are

Ner Tamid LLC DBA Automated Ad Agency, a California limited liability company, located at 18039 Chatsworth St #3301, Granada Hills, CA 91394 ("Company," "we," "us," or "our"), provides AI-assisted advertising creative production and testing services for direct-to-consumer e-commerce businesses (the "Services"). "You," "your," or "Customer" means the business that purchases the Services and the individual acting on its behalf.

1.2 Definitions

The following terms have these meanings throughout these Terms:

• "Approval" means your written confirmation (including by email or through the review tool we provide) that a creative, batch, or campaign may be submitted to Meta. Approval confirms that you have reviewed the content and that it complies with Section 2.
• "Business Day" means Monday through Friday, excluding United States federal holidays. Unless a provision refers to Business Days, time periods are measured in consecutive clock hours or calendar days, Pacific Time.
• "Launch" means the first submission of an Approved campaign to Meta for delivery in your Meta ad account.
• "Meta" means Meta Platforms, Inc. and its advertising products, including Meta Ads Manager, Meta Business Manager, and the Meta Pixel.
• "Onboarding Complete" means the date and time at which we confirm to you in writing (by email) that we have received all Required Materials. If you have submitted all Required Materials and we neither confirm receipt nor identify a specific missing or deficient item within two (2) Business Days after your submission, Onboarding Complete is deemed to have occurred at the end of that two-Business-Day period.
• "Required Materials" means the materials, information, and access we identify in the onboarding form or in writing as necessary to begin work, which may include: brand assets and guidelines; product information, pricing, and offer details; cost-of-goods or gross-margin inputs needed to calculate the agreed metrics; landing page URLs; access to your Meta Business Manager and ad account at the role we specify; a functioning Meta Pixel or equivalent conversion tracking; confirmation that your Meta ad account is in good standing with a valid payment method on file; a designated point of contact; and your signed Test Conditions.
• "Sprint" means the Proven-Winner Sprint described in Section 1.3.
• "Engine Mode" means the recurring subscription service described in Section 1.5.
• "Test Conditions" means the written testing parameters agreed between you and us before Launch, including the primary metric, campaign objective, audience, placement, daily budget, testing window, benchmark or baseline, data source for measurement, the actions you must take during testing, and the Offer of Record described in Section 1.8.
• "Tested" means that an ad variant has been submitted to Meta for delivery in your Meta ad account under the Test Conditions. A variant that Meta disapproves or restricts because of your product, offer, claims, landing page, website, or account status counts as Tested. A variant that Meta disapproves solely because of creative elements we generated will be replaced by us at no additional service charge and does not count as Tested until the replacement is submitted.

1.3 The Proven-Winner Sprint

The Sprint is a four-week engagement that begins on Launch and consists of:

• the Offer Audit described in Section 1.8 (included for every Sprint customer), the Launch-Gate Economics Check sheet, and the co-signed Offer of Record, all completed before Launch;
• an initial testing matrix of 200 ad variants built from 20 creative angles × 5 hooks × two formats (static and video);
• subsequent batches, so that a minimum of 740 ad variants are Tested in stages inside your own Meta ad account over the course of the Sprint;
• weekly culling of variants to approximately the top 10% by performance under the Test Conditions;
• a weekly written performance report; and
• at the end of the Sprint, delivery of the full creative library — every variant Tested, winners and losers, with the results each earned — and the Winner Scale Playbook for each winning variant.

The four-week period runs from Launch. It is extended day-for-day for any period during which (a) you have not provided Required Materials, Approvals, access, or information we have requested; (b) your Meta ad account is restricted, disabled, or otherwise unable to deliver ads; (c) your advertising spend is below the minimum in Section 1.6; or (d) a Force Majeure Event (Section 13.6) prevents performance. Additional detail may be presented at checkout; in the event of a conflict, these Terms control (see Section 13).

1.4 Sprint pricing and the founding price

The Sprint fee is US $6,000, payable one time in full at checkout. A founding price of US $2,997 is available only to the first ten (10) customers who complete checkout for the founding offer and who meet the eligibility criteria we establish in our discretion ("Founding Customers"). Whether the founding offer remains available is determined at the time your checkout is completed.

In exchange for the founding price, each Founding Customer agrees to the following conditions (the "Founding Customer Conditions"):

1. complete onboarding and deliver all Required Materials within the time stated in the onboarding instructions or, if none is stated, within fourteen (14) days after purchase;
2. grant and maintain the Meta account access described in Section 2.4 for the duration of the Sprint; and
3. permit us to use anonymized performance data and anonymized creative examples from the engagement as described in Section 5, which permission is non-revocable for Founding Customers as consideration for the discount.

If you do not satisfy a Founding Customer Condition, we may pause the Sprint until it is satisfied or terminate the engagement under Section 11. The founding price is not retroactively increased, but no refund is owed for delays or termination caused by your failure to meet the Founding Customer Conditions, except as expressly provided in Section 4.

Each Founding Customer also receives the Offer Rebuild described in Section 1.8 included in the Sprint fee. After the founding offer ends, the Offer Rebuild is available only as the standalone Offer Sprint described in Section 1.8.

1.5 Engine Mode

Engine Mode is an optional, recurring subscription service. Each four-week billing cycle includes a minimum of 1,110 new ad variants Tested in your Meta ad account, scaling of winning variants under the Test Conditions, and weekly performance reporting. Engine Mode pricing, renewal, and cancellation are described in Sections 3 and 4.

1.6 Advertising spend

Advertising spend is your own money, paid by you directly to Meta under your agreement with Meta. It is not part of our fees and we do not receive any portion of it. You agree to maintain a minimum advertising budget of US $100 per day during testing; we recommend US $300 per day for statistically useful results. We do not hold, process, charge, or control any payment method used for advertising spend; Meta bills you directly.

1.7 Use of AI and automation; review before Launch

We use automation and artificial-intelligence tools to produce, vary, and evaluate creative. AI-assisted outputs may contain errors, inaccuracies, or content that is unsuitable for your brand. Every creative is presented to you for review, and nothing is submitted to Meta without your Approval. You are responsible for reviewing each creative before giving Approval.

1.8 The Offer Audit, the Offer Rebuild, and the Offer Sprint

The Offer Audit. Every Sprint begins, before Launch, with an Offer Audit (included in the Sprint fee): we score the offer your advertising will promote — its value, proof, guarantee, and economics — out of 35, and deliver the score and our reasoning to you in writing, together with a Launch-Gate Economics Check: your attested average order value, gross margin, and baseline customer acquisition cost, and the resulting performance bar. The following readiness rules are part of these Terms and apply before Launch:

• Economics gate. If your attested economics cannot support the 3:1 bar in Section 4.8 at any plausible customer acquisition cost, an Offer Rebuild is mandatory before Launch and is included in the Sprint fee. If, after the rebuild, the economics still cannot support the bar, or if you decline the rebuild, we will decline to launch and will refund the Sprint fee you paid in full. The Offer Audit is yours to keep in either case.
• Score under 18. If the Offer Audit score is under 18 but the economics gate is satisfied, an Offer Rebuild is mandatory before Launch and is included in the Sprint fee.
• Score 18 to 25. The weaknesses identified by the Offer Audit will be named in writing in your Test Conditions. You may either (a) purchase an Offer Rebuild at the Offer Sprint price below, or (b) acknowledge the named weaknesses in writing in the Test Conditions and proceed to Launch.
• Score 26 or higher. Your offer is launch-ready; no rebuild is required.

The Offer Rebuild and the Offer Sprint. An "Offer Rebuild" is a collaborative revision of the offer your advertising promotes: its package, name, promise, and customer-facing guarantee, together with the angles your first ads will run. Founding Customers receive the Offer Rebuild included in the Sprint fee. After the founding offer ends, the Offer Rebuild is offered as a standalone service, the "Offer Sprint," priced at US $2,000, payable in full at purchase. If you purchase an Offer Sprint and later enroll in Engine Mode, the US $2,000 you paid is credited against your first Engine Mode cycle fee only. The credit is not cash, is not refundable, may not be applied to any other fee, and expires sixty (60) days after your Sprint ends.

Offer of Record. The offer the Sprint tests against is the version recorded in a one-page document co-signed by you and us before Launch (the "Offer of Record"), which forms part of the Test Conditions. The Offer of Record may be changed only by a written addendum signed by both parties; an addendum restarts the guarantee clocks in Section 4 for the ads the change affects. An offer changed during a testing window without a written addendum is addressed in Section 4.8.

2.1 Business customers only

The Services are offered only to businesses and are purchased for business purposes. By purchasing, you represent and warrant that:

1. you are at least eighteen (18) years of age and have authority to bind the business on whose behalf you are purchasing;
2. the business is organized or operating in the United States and sells products to consumers through e-commerce; and
3. you are not purchasing the Services as a consumer for personal, family, or household purposes.

2.2 Accuracy and rights in materials

You represent and warrant that all information and materials you provide to us are accurate and current, and that you own or have all rights, licenses, consents, and permissions necessary to provide them to us and to authorize their use as described in these Terms, including rights in any trademarks, logos, images, video, music, text, product photography, testimonials, and likenesses of individuals.

2.3 Legal and platform compliance

You are solely responsible for ensuring that your products, offers, pricing, advertising claims, landing pages, website, checkout, and data practices comply with all applicable laws and regulations (including the Federal Trade Commission Act, FTC rules and guides on advertising, endorsements, and substantiation, and state consumer-protection laws) and with Meta’s Advertising Standards, Commerce Policies, and Terms of Service. You are responsible for substantiating every claim made in your advertising. We do not provide legal, regulatory, or advertising-compliance advice, and our preparation of a creative does not constitute a representation that it is lawful or compliant. Your Approval of a creative confirms that you have reviewed it and determined that it complies with this Section 2.3.

2.4 Meta account and access

You will:

1. provide us access to your Meta Business Manager and ad account at the role we specify, and keep that access active for the duration of the Services;
2. keep your Meta ad account in good standing with a valid payment method on file, and resolve any Meta billing, verification, or policy issues promptly;
3. maintain at least the minimum daily advertising budget in Section 1.6; and
4. not change, pause, duplicate, or delete campaigns, ad sets, or ads we have created during a testing window without first notifying us, as doing so may invalidate the test.

You remain the owner and administrator of your Meta account and are responsible for all charges Meta bills to it.

2.5 Cooperation and timeliness

You will provide requested assets, information, Approvals, and access promptly and in any event within three (3) Business Days after our request, unless we agree to a different time in writing. Time periods in these Terms and in our guarantees are tolled during any period in which you have not provided a requested item, and our delivery dates will be adjusted accordingly.

2.6 What you remain responsible for

You are responsible for your products, services, pricing, inventory, fulfillment, shipping, returns, customer service, website and landing pages, data and privacy practices, Meta account, and all business results. Nothing in these Terms makes us your agent, fiduciary, or partner.

2.7 Prohibited uses

You will not use the Services (a) to advertise products or services that are illegal where offered or prohibited or restricted by Meta’s policies; (b) to make false, misleading, or unsubstantiated claims; (c) to infringe or misappropriate any third party’s rights; (d) to upload malware or interfere with our systems or those of our service providers; or (e) in any manner that violates these Terms. We may refuse, pause, or stop work on any content we reasonably believe violates this Section 2.7 or Section 2.3.

3.1 Sprint fee

The Sprint fee (US $6,000, or US $2,997 for Founding Customers) is shown at checkout and is due in full at the time of purchase. Work on the Sprint begins after payment is received and Onboarding Complete has occurred. Except as expressly provided in Section 4, the Sprint fee is non-refundable.

3.2 Engine Mode subscription — automatic renewal disclosure

Engine Mode is a recurring subscription. The fee is US $12,000 per four-week (28-day) billing cycle. Your selected payment method will be charged US $12,000 when you enroll and then automatically every 28 days until you cancel. Each charge covers the upcoming cycle. There is no minimum number of cycles.

You may cancel at any time through the Stripe customer portal (the link is included in your receipt and renewal emails) or by emailing support@automatedadagency.com. Cancellation takes effect at the end of the current paid billing cycle; you will not be charged for any further cycle, and you will keep receiving Engine Mode through the end of the cycle you have paid for. We do not provide refunds or credits for partial cycles unless required by applicable law. Full cancellation and refund terms are in Section 4.

By enrolling in Engine Mode, you affirmatively consent to these recurring charges. We will send a confirmation of your enrollment and these renewal terms to the email address you provide at checkout.

3.3 Price changes

We may change the Engine Mode fee by giving you at least thirty (30) days’ written notice by email before the new fee takes effect. The new fee applies beginning with the first billing cycle that starts after the notice period. If you do not wish to pay the new fee, cancel before that cycle begins. Sprint pricing may change at any time for future purchases but will not change for a Sprint already purchased.

3.4 Payment authorization and processing

You authorize us and our payment processor, Stripe, Inc. ("Stripe"), to charge your selected payment method for all amounts due under these Terms, including recurring Engine Mode charges. Payments are processed by Stripe under Stripe’s terms and privacy policy; we do not store full payment card numbers. All fees are stated and payable in United States dollars. Our prices include standard payment-processing costs; we do not add card surcharges.

3.5 Taxes

Fees do not include sales, use, value-added, or similar taxes. If any such tax applies to your purchase, you are responsible for it and it will be added to your invoice or charged separately, except for taxes based on our net income.

3.6 Failed payments and past-due amounts

If a charge is declined or a payment is not received when due, we may retry the charge, and we may suspend the Services (including pausing testing and reporting) until payment is received. Suspension for nonpayment tolls all delivery timelines and guarantees. Amounts more than fifteen (15) days past due may accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law, and you are responsible for our reasonable costs of collection, including reasonable attorneys’ fees.

3.7 Chargebacks and billing disputes

If you believe a charge is incorrect, contact us at support@automatedadagency.com within thirty (30) days after the charge so we can investigate and, where appropriate, correct it. Initiating a chargeback for a charge that is valid under these Terms is a material breach, and we may suspend the Services while the chargeback is pending.

3.8 Third-party charges

Advertising spend billed by Meta, and any charges from other third-party platforms or tools you choose to use in connection with the Services, are your responsibility and are separate from our fees unless we expressly state otherwise in writing.

4.1 Fees Are Non-Refundable Except as Stated

Except as expressly provided in this Section 4, in the Offer Audit terms in Section 1.8, or as required by applicable law, all fees paid to Company are non-refundable, including the Sprint fee (at either the standard or founding price) and each Engine Mode cycle fee. Purchasing the Sprint or Engine Mode reserves production capacity and begins work on your behalf; the Sprint fee is earned when paid and is not refundable if you later decide not to proceed, delay onboarding, fail to provide required materials or access, or stop cooperating.

4.2 Engine Mode: Automatic Renewal and Cancellation

Automatic renewal. Engine Mode is a recurring subscription. Each billing cycle is 4 weeks. The fee is $12,000 per cycle. Your selected payment method will be charged automatically at the start of each cycle, and the subscription will continue to renew for successive 4-week cycles until you cancel. By purchasing Engine Mode you acknowledge that you have read this automatic-renewal disclosure and consent to recurring charges on this schedule.

How to cancel. You may cancel Engine Mode at any time, free of charge, by either of the following methods:

• through the Stripe customer portal (the link is included in your purchase receipt and each renewal receipt email); or
• by sending an email from an address associated with your account to support@automatedadagency.com stating that you wish to cancel. We will confirm receipt by email within 2 business days. A cancellation email is effective on the date we receive it, not on the date we confirm it.

When cancellation takes effect. Cancellation takes effect at the end of the current paid billing cycle. To avoid being charged for the next cycle, your cancellation must be received before the renewal date shown in your most recent receipt or in the Stripe customer portal. We will continue to provide Engine Mode services through the end of the paid cycle. We do not prorate or refund any portion of a cycle fee for the unused part of a cycle, unless applicable law requires otherwise.

Price changes. We will provide at least 30 days’ written notice before any change to the Engine Mode cycle fee. A price change applies only to cycles that begin after the notice period, and you may cancel before the change takes effect.

Sprint cancellation. The Sprint is a one-time engagement, not a subscription, and does not auto-renew. You may stop the Sprint at any time by written notice, but the Sprint fee is not refundable, except under the 48-Hour Generation Guarantee in Section 4.4.

4.3 Guarantees — General Conditions

Sections 4.4 through 4.8 describe the Company guarantees. Each guarantee is a commitment about work Company controls. No guarantee is a promise of any advertising, sales, revenue, profit, return on ad spend, customer acquisition cost, or other business result.

All guarantees are subject to the following conditions:

• Good standing. You must be current on all amounts owed to Company and not in material breach of these Terms (including Section 2).
• Cooperation. You must provide the materials, approvals, account access, information, and other cooperation required for the relevant stage within the time frames we request. Time periods under any guarantee are paused for any period during which Company is waiting on you, and resume when you have provided what was required.
• Materials changes. If, after a guarantee clock has started, you materially change the brand materials, product, landing page, audience, budget, or other inputs on which the work depends, the clock restarts when the revised inputs are complete. Changes to the Offer of Record are governed by Section 1.8: they take effect only by written addendum, which restarts the clock for the ads the change affects.
• Third-party causes. Guarantee periods are extended for delays caused by outages, policy enforcement, review delays, access restrictions, or other actions or failures of Meta, Stripe, or other third-party platforms, and by events outside Company’s reasonable control (see Section 13.6).
• Ad spend. Where a guarantee depends on testing, you must fund the agreed advertising budget (at least $100 per day during testing) paid directly to Meta, and keep campaigns running, for the agreed testing window. If campaigns are paused, budget is reduced below the agreed minimum, or your Meta account is restricted or disabled for reasons attributable to you, the affected guarantee is suspended until the condition is cured and is void if the condition is not cured within the testing window.
• Confirmation of conditions. Where a guarantee begins when onboarding is complete, materials are received, or access is granted, that condition is satisfied on the date and time Company confirms it in writing (email is sufficient). We will confirm promptly and will not unreasonably withhold confirmation. If we identify missing or deficient items, we will tell you what is missing and the condition is not satisfied until those items are provided.
• One remedy, no stacking, no cash value. The remedies in this Section 4 are your sole and exclusive remedies for the matters each guarantee covers. Except for the single refund available under the 48-Hour Generation Guarantee, no guarantee remedy includes a refund, credit, or payment of any kind. Guarantee remedies may not be combined, converted to cash or credit, transferred to another person or business, or applied to a different engagement.
• Not a service-level agreement. The guarantees do not extend any limitation period, expand Company’s liability beyond Section 9, or create any obligation to provide services after these Terms or the relevant engagement has terminated under Section 11.

4.4 48-Hour Generation Guarantee

Commitment. Once (a) your onboarding is complete and (b) we have received all required materials and information for the Sprint (together, the "Generation Start Conditions," confirmed by Company in writing under Section 4.3), we will make the first 200-variant testing matrix available for your review within 48 hours.

"Available for your review" means we have delivered the matrix through the review link, folder, or tool used for your engagement and sent you an email notice that it is ready. The 48 hours are measured from the time of our written confirmation that the Generation Start Conditions are satisfied. If the 48 hours would end on a day Company is closed, the deadline is extended to the end of the next business day.

Remedy. If we miss this deadline, we will refund the Sprint fee you actually paid to Company (standard or founding price, as applicable). You do not need to request the refund. We will issue it to your original payment method within 5 business days after the missed deadline. Refunds are processed through our payment processor and may take additional time to appear on your statement.

Effect of refund. When the refund is issued, the Sprint engagement ends. Because full payment is a condition of ownership under Section 5.1, you do not acquire ownership of any creative produced for the uncompleted Sprint, and you agree not to use it. Section 5.3 (license to Customer Materials) ends except for uses already made, and Company’s rights under Section 5.5 (Performance Data) do not apply to data from the refunded Sprint.

Limits. This guarantee is available once per customer (determined by business entity and its affiliates, whether or not a different account or email is used), and applies to the first 200-variant matrix only. It does not apply to later batches, to Engine Mode, or to any revision or re-run of the matrix.

4.5 24-Hour Launch Guarantee

Commitment. Once (a) you have approved a creative batch in writing, (b) Company has working access to your Meta advertising account with the permissions we have requested, and (c) we have received all information required to build the campaign (together, the "Launch Start Conditions," confirmed by Company in writing under Section 4.3), we will submit the approved campaign to Meta within 24 hours.

Remedy. If we do not submit within 24 hours after the Launch Start Conditions are satisfied, we will continue working at no additional service charge until the campaign is submitted.

Meta review. Submission means submitting the campaign to Meta for its review. Meta’s own ad review typically takes 24–72 hours after submission and may take longer. Meta’s review timing, approval, rejection, or restriction of ads or accounts is outside Company’s control and is not covered by this guarantee.

4.6 4-Week Sprint Guarantee

Commitment. During the Sprint, we will test a minimum of 740 ad variants under the Test Conditions (defined in Section 4.8) and deliver a weekly performance report for each week of the Sprint, as described in Section 1.

Remedy. If, at the end of the Sprint, we have not tested the minimum variant count or have not delivered the weekly reports, we will continue working at no additional service charge until both are met.

Conditions. Testing requires that your campaigns be live and funded by you for the agreed testing window. Variants that could not be tested because of your delay, budget reduction, campaign pause, Meta account restriction, or disapproval of ads for reasons attributable to your materials, products, claims, or landing pages count toward the minimum as if tested, and extend the Sprint only to the extent provided in Section 4.3.

4.7 Engine Mode Variant Commitment

Each Engine Mode cycle includes a minimum of 1,110 new ad variants tested, together with winner scaling and reporting as described in Section 1. If a cycle ends without the minimum variant count being tested for reasons within Company’s control, we will continue working at no additional service charge until the shortfall for that cycle is made up. Section 4.3 and the conditions in Section 4.6 apply.

4.8 Winner Guarantee

Test Conditions. Before each Sprint launch (and before each Engine Mode cycle, if applicable), Company and you will agree in writing (email is sufficient) on the test conditions for that testing window (the "Test Conditions"), including:

• the primary performance metric and how it is measured (for example, Meta Ads Manager reporting under a specified attribution setting);
• the campaign objective, target audience, and placements;
• the daily budget and the testing window;
• the performance benchmark the variants must meet (the "Benchmark");
• the Offer of Record (Section 1.8) the test runs against; and
• the actions you must take, and when (for example, approvals, landing-page readiness, product availability, and funding).

Unless the Test Conditions state otherwise, the Benchmark is a ratio of 3:1 — at least $3 of gross profit, measured on what a customer is worth over 30 days after product costs (cost of goods plus customer acquisition cost), for every $1 it costs to win that customer — measured on the primary metric over the testing window.

Baseline and measurement. The baseline is set from the economics you attest before Launch (average order value, gross margin, and baseline customer acquisition cost) and is confirmed against measured data once advertising runs. If your measured average order value drifts more than twenty percent (20%) from the attested figure, the Benchmark is recalculated from the measured figure and the recalculation is recorded in writing for both parties. If you have no verifiable historical performance data on which to base a baseline, your first Sprint establishes the baseline. In that case the Winner Guarantee does not apply to the first Sprint itself; the best verified performance achieved during the first Sprint becomes the Benchmark for subsequent testing, and the Winner Guarantee applies to batches tested after the baseline is established.

Commitment. If, under the agreed Test Conditions and across the full testing window, no variant meets or beats the Benchmark, we will provide additional creative production and testing — new variants, staged and tested in your Meta account — at no additional service fee, and will continue to do so until a variant meets or beats the Benchmark or an Ending Event (below) occurs. You remain responsible for funding ad spend directly to Meta, at not less than the agreed daily budget, for all additional batches provided under this guarantee.

Offer of Record condition. This guarantee applies to testing run against the Offer of Record. The Offer of Record may be changed only by written addendum under Section 1.8. Changing the offer during a testing window without a written addendum is an Ending Event for that testing window.

Ending Events. Company’s obligations under this guarantee end when the first of the following occurs: (a) a variant meets or beats the Benchmark; (b) you pause or stop funding the agreed test spend; or (c) the Offer of Record is changed during the testing window without a written addendum.

What it covers and does not cover. The Winner Guarantee covers Company’s creative production and testing labor only. It never covers, reimburses, or credits advertising spend, Meta charges, product costs, or any other third-party cost, and it is not a guarantee of revenue, profit, return on ad spend, acquisition cost, conversion rate, or any other business outcome. It does not cover your stock or inventory, your fulfillment, your checkout or website uptime, the integrity of your tracking, or your post-click sales process.

Measurement and disputes. Performance is measured using the reporting source and attribution setting specified in the Test Conditions. Where Meta reporting and other data sources differ, the Test Conditions source controls. If the Test Conditions are not agreed in writing before launch, the Winner Guarantee does not apply to that batch.

4.9 Payment Disputes and Chargebacks

If you believe a charge is incorrect, contact us at legal@automatedadagency.com within 30 days of the charge and we will work with you in good faith to resolve it. Initiating a chargeback or payment dispute for a charge you authorized under these Terms, rather than using the cancellation and guarantee procedures above, is a material breach, and we may suspend services under Section 11.3 while the dispute is pending.

5.1 Ownership of Final Deliverables

Upon Company’s receipt of full payment of all fees due for the engagement in which they were created, you own the final ad creatives, copy, and related assets that Company delivers to you in final form for that engagement ("Final Deliverables"), subject to the exclusions in Section 5.2. Until full payment is received, Company retains all rights in Final Deliverables and grants you only a limited, revocable license to review and approve them. Drafts, unapproved variants, working files, and intermediate materials are not Final Deliverables unless we expressly deliver them to you as final.

5.2 Company Materials and Third-Party Materials

Company Materials. Company retains all right, title, and interest in and to its tools, software, automation, workflows, templates, frameworks, testing methods, prompts, prompt libraries, scoring and culling methodologies, reporting formats, know-how, and all other materials developed by Company before or independently of your engagement, including improvements to them made during your engagement ("Company Materials"). To the extent any Company Materials are incorporated into Final Deliverables, Company grants you a non-exclusive, perpetual, royalty-free license to use those Company Materials solely as part of the Final Deliverables for your own advertising and business purposes. You may not extract, separate, or reverse-engineer Company Materials, or use them to build or offer a competing service.

Third-Party Materials. Final Deliverables may include or be built with stock images, footage, music, fonts, software, and content generated by third-party artificial-intelligence tools ("Third-Party Materials"). Third-Party Materials are owned by their providers and licensed, not sold. Your use of Third-Party Materials is subject to the applicable third-party license terms, which we will identify on request, and may be limited in scope, territory, duration, or permitted use. You are responsible for complying with those terms when using Final Deliverables beyond the Meta campaigns we build for you.

AI-generated content. Portions of Final Deliverables may be generated or assisted by artificial-intelligence tools. The copyright status of AI-generated content is unsettled and varies by jurisdiction. Company does not represent or warrant that any Final Deliverable, or any AI-generated portion of it, is eligible for copyright or trademark registration or is exclusive to you, and Company does not warrant that similar outputs will not be generated for other users of the same tools. Nothing in this paragraph limits Company’s obligation to deliver the services described in Section 1.

5.3 Customer Materials

You retain ownership of the brand assets, logos, trademarks, product images and video, copy, offers, data, account credentials, and other materials you provide to Company ("Customer Materials"). You grant Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, and create derivative works from Customer Materials for the purpose of providing the services to you, including building, testing, and running campaigns in your Meta account and producing Final Deliverables. This license continues for the duration of your engagement and for as long as reasonably needed to complete work in progress, deliver reports, and satisfy any guarantee under Section 4. You are responsible for Customer Materials as provided in Section 2, including having all rights, consents, and releases needed for Company to use them as described in these Terms.

5.4 Review and Approval; Compliance of Approved Creatives

Every creative is subject to your review and approval before launch. By approving a creative, you confirm that you have reviewed it, that the claims, pricing, offers, and comparisons it contains are accurate and substantiated, that any required disclosures are present, and that it complies with applicable law (including FTC advertising and endorsement rules) and Meta’s advertising policies, as required by Section 2. Company may decline to produce, submit, or run any creative that we reasonably believe is unlawful, misleading, or prohibited by Meta, and doing so is not a breach of these Terms or any guarantee.

5.5 Performance Data and Creative Examples

Performance Data. Company may collect, retain, and use data about campaign performance, testing results, and variant outcomes generated in the course of the services ("Performance Data"). Company may use Performance Data (a) to provide and improve the services for you, and (b) in anonymized or aggregated form — meaning stripped of your business name, brand name, trademarks, domain, and any other information that identifies you or could reasonably be used to identify you — to improve Company’s methods and tools, to develop benchmarks, and to demonstrate and market the services. Anonymized and aggregated Performance Data is not Customer Materials, and Company’s rights in it survive termination.

Creative Examples. You grant Company a non-exclusive, worldwide, royalty-free license to display Final Deliverables, and ad creatives produced for you, as examples of Company’s work ("Creative Examples") on Company’s website, in sales materials, presentations, social media, and similar marketing channels. Unless you give separate written approval under Section 5.6, Company will not, in connection with any Creative Example, (a) identify you by name as a Company customer, (b) attribute specific performance results, revenue, or metrics to you, or (c) describe you as endorsing Company. You acknowledge that a Creative Example may inherently display your brand or product because it is an advertisement for your product.

Founding price customers. If you purchased the Sprint at the founding price, your permission for Company to use anonymized Performance Data and Creative Examples as described in this Section 5.5 is part of the consideration for the founding price, as disclosed before purchase. This permission does not extend beyond what this Section 5.5 describes; named testimonials and identifiable case studies still require separate written approval under Section 5.6.

Revocation of future marketing use. You may withdraw permission for future public marketing use of Creative Examples, and of anonymized Performance Data in any form that references your specific campaign, by emailing support@automatedadagency.com. Company will stop making new public marketing uses within 30 days after receiving your email. Revocation does not apply to (a) materials already published, printed, distributed, or incorporated into existing marketing pieces before the 30-day period ends, which Company may continue to use but will not expand; (b) uses required by law, regulation, legal process, or to establish or defend legal claims; (c) internal uses, including improving Company’s methods and tools; or (d) aggregated Performance Data that does not reference your specific campaign. Revocation does not entitle you to any refund or price adjustment, including of the founding price.

5.6 Named Testimonials and Case Studies

Company will not publish a testimonial, review, or statement attributed to you, identify you by name or logo as a Company customer, or publish a case study, screenshot, or results that identify you, without your separate written approval of the specific content and channels (email is sufficient). You may withdraw that approval for future uses by the same method described in Section 5.5, subject to the same exceptions. Any testimonial you provide must reflect your honest opinion and actual experience.

5.7 Endorsement Disclosures

Where Company publishes customer results, testimonials, or Creative Examples for marketing purposes, Company will clearly and conspicuously disclose any material connection between Company and the customer — including that the customer received a founding discount, free services under a guarantee, or other consideration — and will not present results as typical unless Company has a reasonable basis for doing so, in each case in accordance with the FTC Act, the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the FTC rule on consumer reviews and testimonials, and other applicable law. If you publish statements about Company or the services, you agree to make any disclosures required of you by those rules.

5.8 Meta Account, Credentials and Access

Your Meta advertising account, Business Manager, pages, pixels, and the data in them remain yours. Company’s access is limited to the permissions you grant for the purpose of providing the services, and Company will not use your account for any other purpose. You may remove Company’s access at any time; doing so ends Company’s ability to perform account-based services and suspends the related guarantees under Section 4.3 until access is restored. Company will not request, store, or use your payment methods for advertising spend; all ad spend is billed by Meta directly to you.

5.9 Feedback

If you provide suggestions, ideas, or feedback about the services, Company may use them without restriction or obligation to you, and they are not Customer Materials or confidential information.

5.10 Company Marks

Nothing in these Terms grants you any right to use Company’s name, logos, trademarks, or trade dress. You may state factually that you have used Company’s services.

5.11 Reservation of Rights; Survival

Except for the rights expressly granted in this Section 5, each party reserves all rights in its own intellectual property, and no other rights are granted by implication or otherwise. Sections 5.1, 5.2, 5.5 through 5.7, and 5.9 through 5.11 survive termination or expiration of these Terms and of any engagement.

6.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with the Services that is marked confidential or that a reasonable person would understand to be confidential, including (for you) your Customer Materials, product margins, cost of goods, advertising budgets, customer lists, and account-level performance data, and (for us) our pricing not published on our website, methods, prompts, templates, testing frameworks, tooling, and non-public business information.

6.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient; (b) was lawfully known to the Recipient before disclosure; (c) is independently developed by the Recipient without use of the Discloser’s Confidential Information; or (d) is lawfully received from a third party without a duty of confidentiality.

6.3 Obligations. The Recipient will (a) use the Discloser’s Confidential Information only to perform or receive the Services and exercise its rights under these Terms; (b) protect it with at least the care it uses for its own confidential information of similar kind, and no less than reasonable care; and (c) disclose it only to its employees, contractors, and service providers who need to know it for those purposes and who are bound by confidentiality obligations at least as protective as this Section 6. Our service providers for this purpose include the Third-Party Services identified in Section 7 and in our Privacy Policy.

6.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives the Discloser prompt notice (where legally permitted) and reasonable cooperation, at the Discloser’s expense, to seek a protective order or limit the disclosure.

6.5 Relationship to Section 5. Nothing in this Section 6 limits the license and permissions in Section 5, including our use of anonymized performance data and creative examples. Anonymized data and creative examples used under Section 5 will not identify you, your brand, or your products unless you give the separate written approval described in Section 5.

6.6 Duration; Return. The obligations in this Section 6 continue for three (3) years after the Services end, and for trade secrets, as long as they remain trade secrets under applicable law. On the Discloser’s written request after the Services end, the Recipient will return or delete the Discloser’s Confidential Information, except for copies retained in routine backups or as required by law or for the Recipient’s records of the engagement, which remain subject to this Section 6.

6.7 Remedies. Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause harm for which money damages would not be an adequate remedy, and the Discloser may seek injunctive relief in addition to any other remedy, without the need to post a bond to the extent permitted by law.

7.1 Platforms We Rely On. The Services depend on third-party platforms and providers that we do not control, including Meta (ad delivery, Meta Business tools, and the Meta Pixel on our website), Stripe (payment processing), Supabase (database and file storage), Resend (transactional email), Vercel (website hosting), and any successor or additional providers identified in our Privacy Policy (collectively, "Third-Party Services"). We may change our providers at our discretion, provided the replacement provides a substantially similar function and is subject to confidentiality obligations consistent with Section 6.

7.2 Your Meta Account. All campaigns are built, staged, and launched inside your own Meta advertising account. You remain the account owner and administrator, you are a party to Meta’s terms and advertising policies, and you are responsible for the account, its billing, and its standing with Meta. You will grant us the partner or user access we reasonably request (typically through Meta Business Manager) at the permission level needed to perform the Services, and you may revoke that access at any time, subject to the effect on timelines and Guarantees described in Section 4. We never see, hold, or process the payment method you use for advertising spend; that relationship is solely between you and Meta.

7.3 Payments and Your Data. Payments for our fees are processed by Stripe under Stripe’s terms and privacy policy; we do not store your full payment card number. Information we collect through our website and in delivering the Services is handled as described in our Privacy Policy, which is incorporated into these Terms. The Meta Pixel on our website loads only after a visitor accepts our cookie banner, as described in the Privacy Policy. If these Terms and the Privacy Policy conflict on the handling of personal information, the Privacy Policy controls on that subject.

7.4 No Responsibility for Third Parties. We do not control and do not guarantee the availability, uptime, functionality, pricing, policies, review decisions, account actions, delivery, attribution, reporting accuracy, or continued availability of any Third-Party Service. Without limiting the foregoing, we are not responsible for (a) Meta’s review, rejection, restriction, or disapproval of any ad, page, or account; (b) Meta’s ad review time, which typically takes 24–72 hours after submission and is outside our control; (c) suspension, restriction, or loss of your Meta account; (d) changes to Meta’s platform, policies, or attribution methodology; or (e) outages or data loss at any Third-Party Service, except to the extent caused by our breach of Section 6 or our gross negligence or willful misconduct. Your use of each Third-Party Service is subject to that provider’s own terms.

7.5 Reporting Data. Our weekly reports and performance analyses rely on data reported by Meta and, where you provide it, your own analytics or store data. We report that data in good faith but do not independently verify it and do not warrant its accuracy or completeness.

8.1 Nature of the Services. We provide a creative production and testing service. We do not provide legal, tax, financial, accounting, advertising-compliance, trademark-clearance, or business-strategy advice, and nothing we deliver, say, or report should be relied on as such. You are responsible for obtaining your own professional advice regarding your products, claims, landing pages, and advertising.

8.2 No Guarantee of Business Results. Except for the specific Guarantees in Section 4 and the limited warranty in Section 8.5, we do not guarantee or warrant any advertising or business outcome, including revenue, sales, profit, gross margin, return on ad spend, cost per acquisition, customer volume, conversion rates, ad approvals, or performance relative to any benchmark. Advertising results depend on factors we do not control, including your product, pricing, offer, website, inventory, fulfillment, seasonality, competition, audience behavior, and the Meta platform. Any benchmarks, projections, case studies, or past results we reference are illustrative and are not promises about your results.

8.3 AI-Assisted Output. We use automation and artificial-intelligence tools in producing creatives and analyses. AI-assisted output can contain errors, inaccuracies, or content that resembles existing works. All creatives are provided for your review and approval before launch, and by approving a creative you confirm that you have reviewed it and are satisfied that it is accurate and suitable for your brand, products, and legal and Meta-policy obligations. We do not warrant that any creative is free of errors or that its use will not infringe third-party rights, except to the extent the infringement arises solely from our own pre-existing materials knowingly incorporated by us.

8.4 Website. Our website and any online account, portal, or report we provide are made available "AS IS" and "AS AVAILABLE," and we do not warrant that they will be uninterrupted, error-free, or free of harmful components.

8.5 Limited Warranty; Disclaimer of Other Warranties. We warrant that the Services will be performed in a professional and workmanlike manner consistent with these Terms. Your exclusive remedy for breach of this warranty is, at our election, re-performance of the non-conforming portion of the Services or, if we cannot re-perform within a reasonable time, a refund of the fees paid for that non-conforming portion, subject to Section 9. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

8.6 Relationship to Guarantees. Nothing in this Section 8 reduces the Guarantees in Section 4. The Guarantees are performance commitments regarding work we control, and the remedies stated in Section 4 are your sole and exclusive remedies for the matters they cover.

9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, WASTED ADVERTISING SPEND, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. For clarity, amounts you pay to Meta for advertising spend are never recoverable from us as damages.

9.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. Any refund or free continued work provided under Section 4 counts toward, and is not in addition to, this cap. Multiple claims will not enlarge this cap.

9.3 Exceptions. The exclusions and cap in Sections 9.1 and 9.2 do not apply to (a) a party’s fraud, willful misconduct, or gross negligence; (b) a party’s breach of Section 6 (Confidentiality); (c) your indemnification obligations under Section 10; (d) your obligation to pay fees due under Section 3; or (e) any liability that cannot be limited or excluded under applicable law, including under California Civil Code Section 1668.

9.4 Basis of the Bargain. You acknowledge that the fees reflect the allocation of risk in this Section 9 and that we would not provide the Services at these fees without these limitations. The limitations apply even if any limited remedy fails of its essential purpose.

10.1 Your Indemnity. You will defend, indemnify, and hold harmless Company and its members, managers, officers, employees, and contractors (the "Company Parties") from and against any third-party claim, demand, action, or regulatory proceeding, and all resulting losses, damages, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) your products, services, offers, or pricing; (b) any claim, statement, or representation about your products or business that you made, approved, or supplied to us; (c) the Customer Materials, including any allegation that they infringe or misappropriate a third party’s rights or violate any law; (d) your website, landing pages, checkout, fulfillment, customer service, or other business practices; (e) your advertising account, including its standing with Meta and any ad spend owed to Meta; (f) your violation of applicable law, Meta’s terms or advertising policies, or the rights of any person; or (g) your breach of these Terms. Your obligations under this Section 10.1 do not apply to the extent a claim is caused by a Company Party’s fraud, gross negligence, or willful misconduct.

10.2 Procedure. We will give you prompt written notice of any claim for which we seek indemnification (provided that delay only relieves you to the extent you are materially prejudiced), reasonable cooperation at your expense, and control of the defense and settlement, except that you may not settle any claim in a way that admits fault by, imposes any obligation on, or fails to fully release the Company Parties without our prior written consent, which will not be unreasonably withheld. We may participate with our own counsel at our own expense. If you fail to assume the defense within a reasonable time after notice, we may defend the claim at your expense.

11.1 Term of a Sprint. A Proven-Winner Sprint begins on the date onboarding is complete and all required materials and account access have been received (the "Kickoff Date") and runs for four weeks, extended as needed for any period during which performance is delayed by your acts or omissions, by Meta’s ad review or account actions, or by a Force Majeure Event (Section 13.6), and extended further as required to satisfy any Guarantee under Section 4. If you have not completed onboarding within ninety (90) days after purchase, we may give you written notice, and if onboarding is still not complete fourteen (14) days after that notice, we may close the engagement as abandoned. In that case the Sprint fee is not refundable, the 48-Hour Generation Guarantee never became effective because its conditions were not met, and no other Guarantee applies.

11.2 Term of Engine Mode. Engine Mode is a recurring subscription. Each 4-week billing cycle begins when the prior cycle ends (or, for the first cycle, on the date you enroll), and the subscription automatically renews for successive 4-week cycles, and your payment method is automatically charged $12,000 at the start of each cycle, until you cancel. You may cancel at any time through the Stripe customer portal linked in your receipt emails or by emailing support@automatedadagency.com, as described in Section 4. Cancellation takes effect at the end of the then-current paid cycle, you will not be charged for any later cycle, and no partial-cycle refunds are provided except as required by law. We will send a reminder of the renewal terms, including the price and how to cancel, before or with each cycle’s charge.

11.3 Suspension. We may suspend performance of the Services, in whole or in part, on written notice (including email) if (a) any amount due to us is unpaid after five (5) days’ notice of nonpayment; (b) we reasonably believe your products, Customer Materials, or advertising violate applicable law, Meta’s policies, or Section 2; (c) your Meta account is restricted, suspended, or inaccessible to us; (d) you have not provided required materials, approvals, access, or cooperation after request; or (e) continued performance would create a security, legal, or reputational risk to us or to a Third-Party Service relationship. We will lift the suspension promptly once the cause is resolved. Time during a suspension caused by your acts or omissions does not count against any deadline or Guarantee in Section 4, and Engine Mode fees continue to accrue during a suspension caused by your acts or omissions.

11.4 Termination by Us. We may terminate a Sprint or Engine Mode on written notice if (a) you materially breach these Terms and do not cure within fourteen (14) days after notice (or immediately if the breach is not curable, including a breach of Section 2, Section 6, or applicable law); (b) a suspension under Section 11.3 continues for thirty (30) days; or (c) we determine that we cannot lawfully or safely continue to perform the Services for you. If we terminate under clause (c) without your breach, we will refund any fees paid for Services not yet performed as of the termination date, which will be your sole remedy for that termination.

11.5 Termination by You. You may cancel Engine Mode as described in Section 11.2. The Sprint fee is non-refundable except as expressly provided in Section 4 or Section 11.4; if you stop a Sprint early or withdraw access or cooperation, we have no obligation to refund fees or to complete the Guarantees, and you remain responsible for any fees due.

11.6 Effect of Termination. On expiration or termination: (a) all rights granted to you in Deliverables for which you have paid in full under Section 5 continue; (b) our license to Customer Materials and Deliverables under Section 5 continues as stated in that Section, subject to your revocation right for future public marketing use; (c) you remain responsible for your Meta account, including any campaigns running in it, and you may pause or remove them at any time; we will not be responsible for campaigns that continue to run after our access ends; (d) amounts owed to us become immediately due; and (e) we will remove our access to your Meta account within a reasonable time after your request or the end of the Services.

11.7 Survival. Sections 3 (as to amounts owed), 5, 6, 7.4, 7.5, 8, 9, 10, 11.6, 11.7, 12, 13, and 14, and any other provision that by its nature should survive, survive expiration or termination.

12.1 Governing Law. These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of Section 12.3.

12.2 Informal Resolution First. Before starting any formal proceeding (other than a claim for injunctive relief under Section 12.6), the party raising a dispute will send written notice to the other describing the dispute and the relief sought — to us at legal@automatedadagency.com, and to you at the email address on your account. The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after the notice is received, including by at least one telephone or video conference between people with authority to resolve it.

12.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties that is not resolved under Section 12.2 will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules & Procedures then in effect, before a single arbitrator. The seat of arbitration will be Los Angeles County, California; hearings may be conducted by video conference at the arbitrator’s discretion, and any dispute in which the amount in controversy is $25,000 or less will be decided on written submissions unless the arbitrator finds a hearing necessary. The arbitrator will apply California substantive law and these Terms (including Section 9), may award any relief a court could award to an individual party, and will issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction. Administrative and arbitrator fees will be allocated as provided in the JAMS rules, and the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party to the extent permitted by law.

12.4 Class and Representative Action Waiver. To the fullest extent permitted by law, each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate more than one party’s claims or preside over any form of class or representative proceeding. If this Section 12.4 is found unenforceable as to a particular claim or request for relief, that claim or request (and only that claim or request) will be severed and brought in court under Section 12.7, and the remainder will proceed in arbitration.

12.5 Small Claims. Either party may instead bring an individual claim in small claims court in Los Angeles County, California, if the claim qualifies and remains in that court.

12.6 Injunctive Relief and IP. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in court to protect its intellectual property or Confidential Information, or to enforce Section 5 or Section 6, without first following Sections 12.2 or 12.3.

12.7 Venue for Court Proceedings. For any matter that proceeds in court under this Section 12, or if Section 12.3 is found unenforceable, the state and federal courts located in Los Angeles County, California, will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

12.8 Time Limit on Claims. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be commenced within one (1) year after the claim accrues, or it is permanently barred.

13.1 Entire Agreement; Order of Precedence. These Terms, together with the pricing and terms presented at checkout, the Privacy Policy, and the written Test Conditions agreed for your engagement under Section 4, are the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous proposals, discussions, and agreements on that subject. If there is a conflict, the following order controls: (a) the written Test Conditions, as to the matters they expressly cover; (b) these Terms; (c) the checkout terms; and (d) the Privacy Policy, except that the Privacy Policy controls as to the handling of personal information. No purchase order, email, or other document from you will modify these Terms unless signed by an authorized representative of Company.

13.2 Changes to These Terms. We may revise these Terms from time to time by posting the revised version on our website with a new "Last updated" date and, for customers with an active Sprint or Engine Mode subscription, by sending notice to the email address on your account. Revised Terms apply to purchases made after they are posted. For Engine Mode, revised Terms apply beginning with the first billing cycle that starts at least thirty (30) days after we send you notice; if you do not agree, you may cancel before that cycle begins under Section 11.2. Revised Terms will not reduce the Guarantees, pricing, or Deliverables for a Sprint or Engine Mode cycle you have already paid for, and will not change Section 12 for any dispute of which either party has already given notice.

13.3 Assignment. You may not assign or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without our prior written consent, and any attempted assignment without consent is void. We may assign these Terms, without your consent, to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or of the business to which these Terms relate, provided the assignee assumes our obligations. These Terms bind and benefit the parties and their permitted successors and assigns.

13.4 Notices. Notices under these Terms must be in writing. Notices to us must be sent by email to legal@automatedadagency.com or by mail or courier to Ner Tamid LLC DBA Automated Ad Agency, 18039 Chatsworth St #3301, Granada Hills, CA 91394. Notices to you will be sent by email to the address on your account, which you must keep current. Email notices are deemed received when sent, unless the sender receives a delivery-failure message; mailed notices are deemed received three (3) business days after deposit with a national carrier. Routine operational communications (approvals, reports, scheduling) may be sent through any channel the parties customarily use.

13.5 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship, and neither party may bind the other. We are not your advertising agency of record with Meta and do not act as your agent in your Meta account except to perform the Services as you direct.

13.6 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, war, terrorism, civil unrest, labor disputes, governmental action, failure or outage of the internet, electrical power, or Third-Party Services (including Meta platform outages, ad-review delays, or account actions not caused by the affected party), or denial-of-service or similar attacks (each, a "Force Majeure Event"). Deadlines in Section 4 and Section 11 are extended by the duration of a Force Majeure Event that actually prevents the affected performance. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a Force Majeure Event prevents a material part of the Services for more than thirty (30) consecutive days, either party may terminate the affected engagement on written notice, and we will refund any fees paid for Services not performed as of termination.

13.7 Waiver. A party’s failure or delay in exercising any right under these Terms is not a waiver of that right, and a waiver on one occasion is not a waiver on any other occasion. Waivers must be in writing and signed by the waiving party.

13.8 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full force, except as provided in Section 12.4.

13.9 No Third-Party Beneficiaries. Except for the Company Parties under Section 10, these Terms do not confer any rights on any person other than the parties and their permitted successors and assigns.

13.10 Electronic Acceptance. You agree that clicking to accept at checkout, purchasing the Services, or using the Services constitutes your electronic signature and acceptance of these Terms, and that these Terms and all related notices and records may be provided and kept electronically, consistent with the federal E-SIGN Act and the California Uniform Electronic Transactions Act. You may request a copy of these Terms as in effect on the date of your purchase by contacting us under Section 14.

13.11 Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." No rule of construction against the drafter applies. If these Terms are translated, the English version controls.

13.12 Compliance. Each party will comply with laws applicable to its performance under these Terms. You represent that you are not located in, and are not a resident or national of, any country subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list.

Company: Ner Tamid LLC DBA Automated Ad Agency, a California limited liability company

Address: 18039 Chatsworth St #3301, Granada Hills, CA 91394

Legal and general inquiries, notices, and dispute notices: legal@automatedadagency.com

Engine Mode cancellation (in addition to the Stripe customer portal): support@automatedadagency.com

Revocation of future public marketing use under Section 5: support@automatedadagency.com

Privacy inquiries: see our Privacy Policy, which is incorporated into these Terms by reference.