Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Ad Agent platform, websites, applications, and related services (together, the "Service"). The Service is operated by Ryanchow Pty Ltd (ABN 99 100 901 488), trading as "Ad Agent" ("Ad Agent", "we", "us" or "our").

By creating an account, clicking "I agree" (or similar), or accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other organisation, you represent that you have authority to bind that entity, and "you" and "your" refer to that entity. If you do not agree to these Terms, you must not use the Service.

1. About the Service

Ad Agent is a software-as-a-service platform that helps you analyse, optimise, and manage advertising campaigns across connected advertising and marketing platforms. The Service uses automated and artificial-intelligence ("AI") techniques to surface insights and recommendations, and — where you enable it — to perform optimisation actions on the advertising accounts you connect.

We may update, add, or remove features of the Service from time to time. Some features depend on third-party platforms that we do not control and that may change or become unavailable.

2. Eligibility & accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. You are responsible for the accuracy of the information you provide and for keeping your account credentials secure. You are responsible for all activity that occurs under your account, including activity by your team members and invited users.

Accounts may support multiple users with different roles and permissions. The account owner is responsible for managing access and for the actions of users they invite.

3. Connected platforms

The Service lets you connect third-party accounts, including advertising platforms (such as Google Ads and Meta), web analytics (such as Google Analytics 4), and e-commerce platforms (such as Shopify and WooCommerce) (each, a "Connected Platform"). When you connect a platform, you authorise us to access, retrieve, store, and process data from that platform on your behalf via its application programming interfaces, and — where you enable it — to make changes to your accounts on that platform.

You represent and warrant that you have the right to connect each Connected Platform and to authorise our access. Your use of each Connected Platform remains subject to that platform's own terms and policies, and you are responsible for complying with them. We are not responsible for the acts, omissions, availability, or accuracy of any Connected Platform.

4. Automated agent actions

A core feature of the Service is the ability for automated "agents" to recommend and, where you enable it, carry out changes to your advertising accounts — such as adjusting bids, budgets, targeting, or campaign status.

• You choose the level of automation. You can operate the Service in a mode that requires your approval before any change is applied, or in an autonomous mode where eligible changes are applied automatically within the limits you set.
• Guardrails are your responsibility. You are responsible for configuring and reviewing the guardrails, budgets, and approval settings that constrain automated actions. We provide these controls as a tool; they do not guarantee any particular outcome.
• You remain responsible for spend. All advertising spend, fees, and charges incurred on your Connected Platforms are your responsibility, whether they result from manual changes, recommendations you approve, or autonomous actions. We are not a party to your relationship with any advertising platform and do not control or guarantee advertising results.

You acknowledge that automated and AI-driven actions may be imperfect, and that you are responsible for monitoring your campaigns and the actions taken on your behalf.

5. Your responsibilities & acceptable use

You agree not to, and not to permit any user to:

• use the Service in violation of any law or the terms of any Connected Platform;
• connect accounts or upload data you do not have the right to use;
• attempt to gain unauthorised access to the Service, other accounts, or our systems;
• interfere with, disrupt, or place undue load on the Service or its infrastructure;
• reverse engineer, copy, or create derivative works of the Service except as permitted by law;
• resell, sublicense, or provide the Service to third parties except as expressly permitted; or
• use the Service to send spam or to engage in deceptive, fraudulent, or harmful advertising.

6. Fees & billing

Paid plans are billed in advance on a recurring basis (monthly or annually, as selected) in US dollars (USD) through our payment processor, Stripe. By providing a payment method, you authorise us and Stripe to charge the applicable fees, taxes, and any overage or add-on charges to that payment method.

• Renewals. Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date.
• Cancellation. You may cancel at any time through your billing settings. Cancellation takes effect at the end of the current billing period, and you retain access until then.
• No refunds. Except where required by law (including the Australian Consumer Law), fees are non-refundable and we do not provide refunds or credits for partial periods or unused features.
• Price changes. We may change our fees on reasonable notice. Changes apply from your next billing period.
• Taxes. Fees are exclusive of taxes unless stated otherwise. You are responsible for any applicable taxes other than taxes on our income.

7. Free trials

We may offer a free trial. Unless you cancel before the trial ends, your subscription will begin and your payment method will be charged at the end of the trial. We may modify or withdraw free trials at any time.

8. Intellectual property

The Service, including its software, design, content, and trademarks, is owned by Ad Agent and its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription.

You retain ownership of the data you provide and the data we retrieve from your Connected Platforms on your behalf ("Customer Data"). You grant us a worldwide, non-exclusive licence to host, process, and use Customer Data as necessary to provide and improve the Service, subject to our Privacy Policy.

9. Your data & privacy

Our collection and handling of personal information is described in our Privacy Policy, which forms part of these Terms. You are responsible for ensuring you have any necessary rights and consents for the data you connect to or provide through the Service.

10. Third-party & AI services

The Service uses third-party services to operate, including cloud hosting, payment processing, and third-party AI model providers used to generate analysis, insights, and recommendations. Where you supply your own AI provider credentials, you are responsible for your use of, and charges from, that provider. We are not responsible for third-party services, and your use of them may be subject to their own terms.

11. Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, whether express or implied. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any insight, recommendation, forecast, or automated action will be accurate, complete, or will achieve any particular advertising, sales, or financial result.

Nothing in the Service constitutes financial, legal, tax, or professional advice. You are responsible for your own marketing and business decisions.

12. Limitation of liability

To the maximum extent permitted by law, and subject to the consumer guarantees noted above, Ad Agent will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, advertising spend, or data, arising out of or in connection with the Service or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Service or these Terms is limited to the amount of fees you paid to us for the Service in the twelve (12) months immediately before the event giving rise to the liability.

13. Indemnity

You agree to indemnify and hold harmless Ad Agent and its officers, employees, and agents from any claims, losses, liabilities, and expenses (including reasonable legal fees) arising out of your breach of these Terms, your misuse of the Service, your Customer Data, or your violation of any law or the terms of any Connected Platform.

14. Suspension & termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access to the Service if you breach these Terms, if required by law, to protect the Service or other users, or if your payment fails and is not promptly remedied. On termination, your right to use the Service ends. We may delete Customer Data following termination as described in our Privacy Policy, so you should export any data you wish to keep beforehand.

15. Changes to the Service or Terms

We may modify these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or through the Service). Changes take effect when posted or on the date stated. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

16. Governing law

These Terms are governed by the laws of New South Wales, Australia. You and Ad Agent submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them. Nothing in this clause limits your rights under the Australian Consumer Law.

17. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Ad Agent regarding the Service.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is found unenforceable, the remaining provisions continue in effect.
• No waiver. Our failure to enforce any provision is not a waiver of it.
• Notices. We may provide notices to you by email or through the Service.

18. Contact us

If you have any questions about these Terms, please contact us at [email protected].