Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and AdAegis ("we," "us," or "our") governing your access to and use of the AdAegis platform available at adaegis.ai, including all associated APIs, tools, and documentation (collectively, the "Platform").

By creating an account, accessing the Platform, or using any of our services, you agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

If you do not agree with any part of these Terms, you must not use the Platform.

AdAegis is an AI-powered advertising operations platform that helps advertising professionals and agencies manage, analyze, and optimize their digital advertising campaigns across Google Ads and Microsoft Ads. The Platform provides:

• Data ingestion and normalization — connecting to your ad platform accounts, syncing campaign data, and presenting it in a unified interface
• AI-driven analysis — using AI models (via your own API keys) to analyze ad performance, identify inefficiencies, and surface optimization opportunities
• Typed recommendations — generating structured, validated optimization suggestions with evidence, expected impact, confidence scores, and risk assessments
• Guardrailed execution — applying approved recommendations to your ad platforms within configurable safety boundaries, with full audit trails and rollback capability
• Automation — scheduling recurring analysis, defining trigger-based automation rules, and managing job execution
• Audit and reporting — maintaining immutable logs of every recommendation, decision, and action for compliance and review

AdAegis is a control plane — an orchestration layer that sits between you, your AI providers, and your ad platforms. We do not own, manage, or directly control your advertising spend. We do not serve as a billing intermediary between you and any advertising platform.

AdAegis operates on a Bring Your Own Keys (BYOK) model. This is fundamental to how the Platform works and directly affects your cost responsibilities. By using the Platform, you acknowledge and agree to the following:

• AI provider keys: You provide your own API keys for AI providers (such as Anthropic, OpenAI, or Google Gemini). All AI inference costs are billed directly to your account with those providers. AdAegis does not mark up, subsidize, or resell AI inference.
• Ad platform credentials: You connect your own Google Ads and Microsoft Ads accounts through standard OAuth authorization flows. You retain full ownership and control of these accounts at all times.
• You are solely responsible for all third-party costs. All costs incurred through your AI provider accounts (API usage fees, token consumption, rate limit overages) and your ad platform accounts (advertising spend, API call fees, platform charges) are entirely your responsibility. AdAegis does not control, limit, monitor, or guarantee the costs charged by your AI providers or ad platforms. You must set your own spending limits, budgets, and usage caps directly with each third-party provider.
• No refunds or reimbursements for third-party costs. Under no circumstances will AdAegis provide refunds, credits, reimbursements, or compensation for any costs billed to you by AI providers, ad platforms, or any other third-party service connected through the Platform. This includes costs resulting from automated operations, high-frequency analysis runs, AI model selection, token consumption, ad spend changes, or any other Platform activity — regardless of whether such activity was initiated manually or automatically.
• Cost management is your responsibility. You are responsible for configuring appropriate usage limits with your AI providers (e.g., monthly spending caps on OpenAI, Anthropic, or Google Cloud), setting budget limits on your ad platform accounts, and monitoring your third-party billing dashboards. The Platform provides guardrails to help manage automation behavior, but these guardrails do not replace the spending controls available directly from your providers.
• Key security: We encrypt your credentials at rest and access them only to perform operations you have configured. You should treat your API keys as sensitive secrets, rotate them periodically, and revoke them immediately if you suspect compromise.

When you create and maintain an account on AdAegis, you agree to:

• Provide accurate, current, and complete information during registration and keep it up to date
• Maintain the security and confidentiality of your account credentials and not share them with unauthorized parties
• Promptly notify us of any unauthorized access to or use of your account
• Accept responsibility for all activity that occurs under your account, including actions taken by members you have invited to your organization
• Properly configure role-based access control within your organization to ensure team members have appropriate permissions (admin, operator, or viewer roles)
• Ensure that you have the legal authority to connect and manage the ad platform accounts you link to the Platform

Ownership of data processed through the Platform is straightforward:

• Your data remains yours. All advertising data synced from your ad platform accounts, client configurations, guardrail policies, and organizational settings belong to you. We claim no ownership over your advertising data.
• Recommendations are generated for you. AI-generated recommendations, analyses, and ad copy suggestions produced by the Platform are created for your use and benefit. You may use, modify, or discard them at your discretion.
• Audit trail data. The audit logs, execution history, and system records we maintain are part of the service we provide. These records are accessible to you and exportable from the Platform. Upon account termination, they are handled according to our data retention policy.
• Aggregate analytics. We may use anonymized, aggregated usage data (not your advertising data or personal information) to improve the Platform, such as understanding which features are most used or identifying performance bottlenecks. This data cannot be used to identify you, your organization, or your clients.

The AI-powered features of the Platform come with important considerations:

• Recommendations are suggestions, not guarantees. AI-generated recommendations are based on analysis of your ad account data and are intended to assist your decision-making. They do not guarantee specific outcomes, performance improvements, or return on ad spend.
• AI models are imperfect. The AI providers whose models power the analysis (Anthropic, OpenAI, Google Gemini) produce probabilistic outputs. Recommendations may occasionally be inaccurate, incomplete, suboptimal, or inappropriate for your specific business context.
• Human oversight is recommended. While AdAegis supports fully autonomous operation modes, we strongly recommend maintaining human review for high-impact changes, particularly budget adjustments, ad copy modifications, and structural campaign changes.
• Execution is your responsibility. When you approve a recommendation (manually or through auto-approval rules), you authorize AdAegis to submit the corresponding changes to your ad platform. You accept responsibility for the consequences of approved changes, including any impact on campaign performance or ad spend.
• Rollback availability. AdAegis captures the pre-execution state of affected entities to enable rollback. However, rollback may not always fully restore prior performance, as advertising platform dynamics (auction behavior, quality scores, learning periods) are affected by changes even after reversal.

AdAegis includes multiple safety mechanisms designed to limit risk:

• Guardrail policies are per-client rule sets you configure to constrain what the AI can recommend and what can be auto-executed. These include budget change limits, allowed action types, confidence thresholds, protected entities, and execution time windows.
• Circuit breakers are system-level hard stops that override all policies when anomalous conditions are detected, such as spend anomalies, excessive mutation velocity, high error rates, or stale data.
• Kill switches allow you to immediately freeze all execution globally, per-client, or per-ad-account.
• Autonomy modes let you choose the level of automation: read-only, recommend-only, approve-then-execute, semi-autonomous, or fully autonomous.

While these systems are designed to reduce risk, they do not eliminate it entirely. You are responsible for configuring guardrails appropriate to your risk tolerance and reviewing the behavior of the system, especially when first deploying automation rules.

Assumption of risk for autonomous operation: If you choose to enable semi-autonomous or fully autonomous operation modes, you expressly acknowledge and accept that the Platform will make changes to your ad accounts and consume AI provider resources without requiring manual approval for each action. You understand that autonomous operation may result in increased AI API usage costs, changes to your advertising campaigns and budgets, and other actions executed on your behalf. By enabling any autonomous mode, you accept full responsibility for all consequences, including all third-party costs incurred, all changes made to your ad accounts, and any impact on campaign performance. AdAegis shall not be liable for any costs, damages, or losses arising from the use of autonomous operation modes.

You agree not to use the Platform to:

• Violate any applicable law, regulation, or the terms of service of any connected ad platform or AI provider
• Manage ad accounts you are not authorized to access or control
• Submit, store, or process content that is illegal, fraudulent, deceptive, or infringes on the rights of others
• Attempt to reverse-engineer, decompile, or extract the source code of the Platform
• Circumvent, disable, or interfere with security features, rate limits, or access controls of the Platform
• Use the Platform to generate misleading or deceptive advertising content in violation of advertising standards
• Resell, sublicense, or provide access to the Platform to third parties without our written consent (managing clients on their behalf as an agency is permitted under the standard use of the Platform)
• Introduce malware, viruses, or any other harmful code through the Platform or its integrations
• Use automated scripts, bots, or scrapers to access the Platform outside of approved API usage

Violation of these terms may result in immediate suspension or termination of your account.

We strive to maintain high availability of the Platform, but we do not guarantee uninterrupted access. You acknowledge that:

• The Platform may experience downtime for maintenance, updates, or due to circumstances beyond our control
• External dependencies (AI providers, ad platform APIs, hosting infrastructure) may experience their own outages that affect Platform functionality
• We will make reasonable efforts to notify you of planned maintenance in advance
• During outages, scheduled automation rules and pending executions will be paused and resumed when service is restored, subject to recommendation expiration (recommendations have a configurable time-to-live and may expire during extended outages)

We do not provide service level agreements (SLAs) with guaranteed uptime percentages at this time. Enterprise SLA arrangements may be available in future plan tiers.

Access to AdAegis is provided on a subscription basis. It is important to understand the distinction between AdAegis subscription fees and the third-party costs you incur through your own accounts:

• AdAegis subscription fees are charged on a recurring basis (monthly or annually) and cover access to the Platform, the orchestration infrastructure, guardrail engine, and support. These are the only fees charged by AdAegis.
• AI inference costs are not AdAegis fees.All AI API usage (token consumption, model calls, embedding generation) is billed directly to you by your AI providers (Anthropic, OpenAI, Google, etc.) through your own API keys. These costs are entirely outside of AdAegis's control and billing relationship. AdAegis does not set, cap, monitor, or guarantee the costs charged by AI providers.
• Ad platform costs are not AdAegis fees. Your advertising spend, ad platform API usage fees, and any other charges from Google Ads, Microsoft Ads, or other connected platforms are billed directly by those platforms. AdAegis does not handle, process, mediate, or influence your ad platform billing in any way.
• Usage metering — your subscription price scales with the number of connected ad accounts. Adding or removing accounts adjusts your subscription fee automatically with proration.

Third-party cost disclaimer: You acknowledge that your use of the Platform will generate costs on your third-party accounts (AI providers and ad platforms) that are separate from and in addition to your AdAegis subscription fee. The total cost of using AdAegis includes your subscription fee plus whatever your third-party providers charge you for the API usage and advertising activity facilitated through the Platform. AdAegis has no visibility into, control over, or responsibility for your third-party billing. You are solely responsible for reviewing and paying all third-party invoices and for setting appropriate spending limits directly with those providers.

We reserve the right to modify AdAegis subscription pricing with at least 30 days notice. Price changes will not affect the current billing cycle for existing subscribers. Existing customers are grandfathered at their current rate for 12 months following any price increase.

Our property: The Platform, including its software, design, documentation, logos, and trademarks, is owned by AdAegis and protected by intellectual property laws. Your subscription grants you a limited, non-exclusive, non-transferable license to use the Platform for its intended purpose during the term of your subscription.

Your property: You retain all rights to your advertising data, business information, and content you upload or create through the Platform. You grant us a limited license to process this data solely for the purpose of providing the Platform services.

Feedback: If you provide us with suggestions, feature requests, or feedback about the Platform, you grant us the right to use that feedback without restriction or compensation to improve the Platform for all users.

To the maximum extent permitted by applicable law:

• AdAegis is provided on an "as is" and "as available" basis. We make no warranties, express or implied, regarding the Platform's fitness for a particular purpose, merchantability, accuracy, or non-infringement.
• We are not liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform, including but not limited to lost profits, lost revenue, lost advertising spend, lost data, or business interruption.
• We are not liable for the accuracy, completeness, or usefulness of AI-generated recommendations, or for any actions taken based on those recommendations, including changes to your ad campaigns, budget allocations, or ad copy.
• We are not liable for actions taken by AI providers or ad platforms in response to API calls made through the Platform using your credentials.
• We are not liable for any costs, charges, fees, or expenses billed to you by third-party services, including but not limited to AI provider API usage fees (such as charges from Anthropic, OpenAI, or Google for token consumption), ad platform charges (such as advertising spend on Google Ads or Microsoft Ads), overage fees, rate limit charges, or any other costs incurred on your third-party accounts. This applies regardless of whether such costs were incurred through manual actions, automated operations, autonomous mode execution, guardrail configurations, or any other use of the Platform. You expressly waive any right to seek reimbursement, refund, credit, or compensation from AdAegis for third-party costs of any kind.
• We are not liable for costs resulting from automation configurations, including automation rules you create, autonomy modes you enable, guardrail policies you configure (or fail to configure), analysis frequency settings, or any other configuration choices that result in increased AI API consumption or changes to your ad accounts. You are solely responsible for understanding the cost implications of your configuration choices.
• Guardrails are risk-reduction tools, not guarantees. While the Platform provides guardrail policies, circuit breakers, and kill switches designed to reduce risk, these safety mechanisms do not guarantee prevention of undesired outcomes, excessive costs, or unintended changes. You must not rely solely on Platform guardrails as a substitute for your own cost controls set directly with your AI providers and ad platforms.
• Our total aggregate liability for any claims arising from or related to these Terms or the Platform shall not exceed the total fees you paid to AdAegis in the twelve (12) months preceding the claim.

You agree to indemnify, defend, and hold harmless AdAegis, its officers, employees, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms or any applicable law or regulation
• Your violation of the terms of service of any connected AI provider or ad platform
• Changes made to your ad accounts through the Platform, whether manually approved or auto-executed
• Any third-party claims related to your advertising content or campaigns managed through the Platform
• Any disputes with AI providers, ad platforms, or other third-party services regarding costs, charges, usage, or billing incurred through the Platform using your credentials and API keys
• Any claims arising from your configuration of automation rules, autonomy modes, guardrail policies, or other Platform settings that result in actions taken on your third-party accounts

Either party may terminate the relationship under the following conditions:

• You may terminate your account at any time by contacting us or using the account deletion feature in the Platform. Upon termination, all active automation rules and scheduled jobs will be immediately stopped. Your ad platform connections will be disconnected. Your encrypted API keys will be permanently deleted.
• We may terminate your account if you breach these Terms, engage in conduct that threatens the security or integrity of the Platform, fail to pay applicable fees, or if we are required to do so by law.
• Effect of termination: Upon termination, your right to use the Platform ceases immediately. We will retain your data for a reasonable period (typically 30 days) to allow you to export it, after which it will be deleted in accordance with our Privacy Policy. Audit logs may be retained longer for compliance purposes.
• Survival: Sections regarding data ownership, limitation of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive termination will continue in effect after termination.

In the event of a dispute arising from or related to these Terms or the Platform:

• Informal resolution: We encourage you to contact us first to attempt to resolve the dispute informally. Most concerns can be resolved through direct communication.
• Governing law: These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.
• Jurisdiction: Any disputes not resolved informally shall be submitted to the exclusive jurisdiction of the state and federal courts located in Delaware.
• Class action waiver: To the extent permitted by law, you agree to resolve disputes with us on an individual basis and waive any right to participate in class action lawsuits or class-wide arbitration.

We may revise these Terms from time to time. When we make material changes:

• We will update the "Effective date" at the top of this page
• We will notify you via email or in-app notification at least 30 days before material changes take effect
• If you do not agree with the revised Terms, you may terminate your account before the changes take effect

Continued use of the Platform after the effective date of revised Terms constitutes acceptance of those changes.

• Entire agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and AdAegis regarding the Platform and supersede any prior agreements or understandings.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.
• No waiver: Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms or your rights under them without our written consent. We may assign our rights and obligations under these Terms without restriction.
• Force majeure: We shall not be liable for any failure or delay in performance resulting from circumstances beyond our reasonable control, including natural disasters, war, terrorism, pandemics, power outages, or internet infrastructure failures.

If you have questions about these Terms of Service, please contact us:

• Email: [email protected]
• General inquiries: [email protected]
• Mailing address: AdAegis, Attn: Legal, contact us via email for our current mailing address