Terms of Use

1.1. In order to access and use the Services, you may be required to register and create an account (an "Account"). You represent and warrant that all information you provide is accurate, complete and current, and you agree to keep it updated. The Company may suspend or terminate your Account, at its sole discretion, if information provided is untrue, inaccurate, not current, or incomplete. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account, including activities by anyone who obtains access to your credentials, whether or not authorized by you. Unauthorized access to or use of your Account or the Services must be reported to the Company promptly. You may not assign or transfer your Account or credentials without the Company's prior written approval.

1.2. Company will store, process and use the information you provide through registration and through use of the Services in accordance with its privacy policy available at: powerads.ai (the "Privacy Policy"). We may use the email address associated with your Account, or provided in an Order Form, to send you operational messages, service-related notices and administrative communications, and, where permitted by applicable law, marketing messages. You may opt out of marketing communications as indicated in such messages, without affecting service-related communications.

2.1. Subject to these Terms and, where applicable, an Order Form, Company provides access to its proprietary technology hosted on third-party cloud infrastructure, enabling users to create, generate, manage and publish Marketing Materials and related content, including by using AI-powered agent and automation capabilities (the "Services"). Certain features and usage limits may depend on the subscription plan selected or purchased by you through the Account or agreed under an Order Form (the "Plan").

"Marketing Materials" means advertisements, marketing and promotional materials, campaign assets, and related content, in any format or medium, whether created, generated, adapted, customized, scheduled, published, communicated, or otherwise made available through the Services or the Platform. The Plans, features, usage limits and fees are described on the Company's plans and pricing page (the "Pricing Page"), as updated from time to time and incorporated into these Terms by reference.

2.2. If agreed under an Order Form or enabled as part of the Services, the Services may permit you to include or run third-party advertisements, third-party content, or third-party integrations (collectively, "Third-Party Content"). Third-Party Content is provided by its respective providers and is subject to their terms and policies. Company does not control, endorse, or assume responsibility for Third-Party Content and disclaims all liability arising from your access to or use of it, to the maximum extent permitted by law.

2.3. Social Media Platforms; Third-Party Policies. If you connect the Services to any social media platforms, advertising platforms, marketplaces, or other third-party services (collectively, "Social Media Platforms"), you acknowledge and agree that: (a) you are solely responsible for connecting such Social Media Platforms and for granting the access, permissions, roles and authorizations required to publish, manage and distribute Marketing Materials on your behalf; (b) the availability and permitted use of the Services in connection with any Social Media Platform depends on that platform and may change at any time; (c) Social Media Platforms may impose restrictions, suspensions, throttling, review processes, rate limits, content or account requirements, or other limitations; (d) you are solely responsible for complying with all applicable terms, policies, guidelines and legal requirements of each Social Media Platform; and (e) Company is not responsible or liable for any denial, rejection, restriction, limited delivery, suspension, disabling, takedown, or termination by a Social Media Platform.

2.4. Support, if any, is provided for technical issues and errors by contacting support@powerads.ai. Any support is provided at Company's sole reasonable discretion and may vary by Plan. Company is not responsible for issues attributable to your systems, Third-Party Content, Social Media Platforms, third-party services, or other digital properties and tools you use in connection with the Services.

2.5. Company may offer or require onboarding, implementation guidance, training sessions, or other instructional services in connection with certain Plans, features, or promotional programs, including any 30-day warranty or money-back offer. Where Company designates training or onboarding as a condition to eligibility for a warranty, refund right, or other benefit, you must ensure that all applicable users complete all mandatory sessions and follow Company's reasonable setup, connectivity, implementation and usage instructions before materially using the Services.

2.6. Compliance Templates. Company may make available sample or template privacy policies, disclosures, notices, or consent language (collectively, "Compliance Templates"). Compliance Templates are provided solely as a general informational tool, are not legal advice, and are not represented as complete, accurate, sufficient, or fit for your specific business, industry, data practices, jurisdictions, or use case. You are solely responsible for determining whether any Compliance Template is suitable, for reviewing and editing it before use, and for obtaining legal advice as you deem appropriate.

2.7. If you use a free or trial Plan, Company may modify, limit or discontinue such Plan, including features or caps, at any time, with or without notice, to the extent permitted by applicable law.

2.8. AI Features. The Services may include features powered by artificial intelligence technologies (the "AI Features"). You acknowledge that outputs generated by AI Features ("Output") may be inaccurate, incomplete, misleading, offensive, non-compliant, or otherwise unsuitable, and may not be unique. You are solely responsible for (i) reviewing and validating any Output before using it; (ii) ensuring that your inputs ("Input") and use of Output comply with applicable laws; (iii) obtaining all rights, permissions and consents required to provide Input and use Output; and (iv) any decisions or disclosures that content was generated with AI. AI Features may be powered by third-party providers, and your Inputs and Outputs may be processed and temporarily retained by such providers as part of service operation.

2.9. If the Services include any scripts, tags, pixels, SDKs, browser extensions, API integrations or other implementation components ("Integrations"), you must deploy and use them in accordance with the Company's then-current guidelines and technical documentation (the "Documentation"). Company will not be responsible for issues caused by an integration not implemented in accordance with the Documentation.

2.10. Company may, from time to time, conduct experiments and A/B testing, and make changes to improve performance, security, and user experience. Where the Services include embeddable or end-user facing components, Company may include reasonable attribution indicating Company as the operator, for example, "Powered by".

2.11. Subject to these Terms and, where applicable, an Order Form, Company grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to access and use the Services solely for your internal business purposes, or, if you are an individual user, for your personal use, during the Term and in accordance with your Plan (the "License").

2.12. Company may, at its sole discretion, (i) determine the features, settings, plans, pricing, quotas, caps or limitations applicable to the Services; and (ii) modify, update, enhance, remove or discontinue the Services, temporarily or permanently. Where you have prepaid Fees, Company's liability for discontinuation not due to your breach will be limited to any prepaid, unused Fees for the discontinued portion of the Services, unless otherwise required by applicable law.

3.1. You agree not to, and not to allow any third party to:

• Interfere with or disrupt the integrity or security of the Services or related systems;
• Attempt to gain unauthorized access to the Services or related systems;
• Use the Services in a manner that imposes an unreasonable or disproportionately large load on the Services infrastructure;
• Sell, rent, lease, sublicense, assign, distribute, transfer, pledge, or share the License or your access, except as expressly permitted under an Order Form;
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of any part of the Services;
• Upload or transmit viruses, malware, or other harmful code;
• Bypass or circumvent measures Company may use to prevent or restrict access;
• Use the Services for any unlawful, fraudulent, misleading, or unauthorized purpose;
• Modify, translate, create derivative works of, or attempt to create a competing product based on the Services;
• Use the Services in a manner that violates or infringes any third-party rights, including privacy or intellectual property rights; or
• Scrape, crawl, index, cache, or store any substantial portion of the Services, except as permitted by the Services' intended functionality or with Company's written consent.

3.2. You may not (i) access or use the Services in excess of your Plan limits, including user seats, workspaces, brands, accounts, usage volume, or other caps; (ii) allow more users than permitted under your Plan to access the Services; or (iii) use the Services to create or publish content in excess of your Plan limits or in a way intended to circumvent usage caps.

3.3. If you violate this Section 3, Company may suspend or terminate your access, in whole or in part, and/or terminate these Terms, at Company's sole discretion. If you exceed Plan limits, Company may (i) charge applicable overage fees or require you to upgrade; and/or (ii) suspend usage until the next billing period or until you upgrade. These rights are in addition to any other remedies available to Company.

4.1. Each party represents and warrants that: (i) it has the full corporate right, power and authority to enter these Terms and to perform the acts required of it; and (ii) these Terms constitute the legal, valid and binding obligation of each party, enforceable in accordance with its terms.

4.2. Company further represents and warrants that: (i) it owns or has the legal rights in the Services; and (ii) it will provide the Services in a workmanlike manner.

4.3. You represent and warrant that: (i) you own or have obtained all necessary rights, licenses, permissions and consents in and to any websites, accounts, pages, channels, ad accounts, data sources, brand assets, text, images, prompts, and other content you provide, including any Input, and any Marketing Materials you create using the Services; (ii) your use of the Services, your Inputs and your use and publication of Outputs will not infringe, misappropriate or violate any third-party rights; (iii) you will comply with all applicable laws and regulations, including those relating to advertising disclosures, consumer protection, anti-spam, and data protection; and (iv) you are solely responsible for all legal notices, disclosures, policies, statements, and consent mechanisms made available on or through your websites, landing pages, forms, campaigns, accounts, and communications.

5.1. Your Content and Responsibility. Any content, data, materials, prompts, brand assets, and other information you submit to the Services, including Input, and any Marketing Materials or other content you generate, schedule, publish or distribute through the Services, including Output (collectively, "User Content"), are your sole responsibility. Notwithstanding the foregoing, general publicly available data and any data, results, insights, learnings, aggregates, models, improvements and other outputs generated or derived through AI Features (collectively, "Company Data") will not be deemed "User Content." Company may use, reproduce, modify, create derivative works from, distribute, and otherwise commercialize Company Data for any purpose, to the maximum extent permitted by applicable law.

5.2. License to Operate the Services. You grant Company a non-exclusive, worldwide, royalty-free license, during the Term, to host, use, reproduce, process, transmit, display, distribute, publish, and create technical modifications of User Content solely as necessary to provide, maintain and improve the Services, and to create, format, adapt, schedule and publish Marketing Materials to your connected Social Media Platforms on your behalf. Company does not acquire ownership of your User Content.

5.3. Leads Management; Use of Lead Data. To the extent you make available any contact information or other data relating to prospects, leads, customers, or other individuals (collectively, "Leads"), you instruct and authorize Company to use such data to (i) provide the Services, including delivering Marketing Materials to such Leads on your behalf; and (ii) operate, maintain, secure and improve the Services. Company may retain and use Lead data for its business purposes, including analytics, benchmarking, product improvement, marketing and sales. You represent that you have obtained all necessary rights, permissions and consents to provide Lead data to Company.

5.4. Advertising / Fraud Prevention. If the Services enable advertising, analytics, tracking, affiliate programs, or other performance-based or monetized activities, you will not generate or attempt to increase impressions, clicks, conversions, installs, leads, usage events, or other metrics through fraudulent, invalid, deceptive, automated, or non-human means ("Fraudulent Activity"). If Company reasonably suspects Fraudulent Activity, it may suspend or terminate your access and/or withhold, adjust, or deny payments, credits or benefits attributable to such activity.

6.1. The payment model and consideration for the License and Services are subject to the applicable Plan obtained by you, as detailed under Company's Pricing Page and as presented upon sign-up or purchase ("Revenue Models") (collectively the "Consideration").

6.2. Fees will be billed and charged monthly or annually, as applicable to the Plan, on the Commencement Date of the Initial Term and at the beginning of each Renewed Term, and no Service will be provided prior to such payment, unless otherwise agreed under an Order Form.

6.3. Purchase of Plans is non-cancelable and non-refundable for the applicable Initial Term or each Renewed Term, regardless of use, except as expressly set forth in Section 6.6, in an applicable promotional offer, as required by applicable law, or as otherwise agreed under an Order Form.

6.4. Company reserves the right to change the Fees from time to time, without notice. These changes will apply upon each Renewed Term following such a change or upon purchase of new or additional Plans. It is your responsibility to review the terms of each Plan prior to each Renewed Term.

6.5. Promotional Offers. Company may, from time to time, offer special promotions, discounts, money-back offers, etc. These offers are subject to the terms provided therein and Company may revise, cease or cancel them at any time, subject to its sole discretion.

6.6. 30-Day Limited Warranty. Company may offer a one-time thirty (30) day limited warranty for an eligible first-time purchase of a paid Plan. To be eligible, you must (i) complete all designated onboarding or training sessions prior to production use; (ii) implement, configure and use the Services in accordance with Company's instructions, Documentation, and technical requirements; (iii) timely connect all required third-party accounts and provide all reasonably required assets, credentials, approvals and cooperation; (iv) not exceed any designated usage thresholds or eligibility criteria; and (v) submit your request in writing within thirty (30) days following the Commencement Date. The warranty will not apply where your dissatisfaction arises from delayed or incomplete onboarding, failure to follow instructions, or actions of any Social Media Platform or other third party.

7.1. These Terms commence on the date you accept them by either (i) accessing or using the Website or Services; (ii) creating an account or signing up; (iii) clicking "accept" or similar; or (iv) executing an Order Form.

7.2. The initial term of a Plan commences on the date the Plan was purchased ("Commencement Date") and lasts for the period or capacity detailed under the applicable Plan ("Initial Term"). Following the Initial Term, the Plan will automatically renew for additional successive periods ("Renewed Term", collectively with the Initial Term, the "Term"). Your payment method will be charged at the beginning of each Renewed Term.

7.3. You may stop using the Services at any time. If you have a paid Plan, you may cancel renewal by providing notice, or using the cancellation functionality in your Account, at least five (5) days prior to the end of the then-current term. Cancellation will be effective at the end of the then-current term and you will remain responsible for Fees through the end of that term.

7.4. Company may suspend or terminate your access, your Account, and/or these Terms (i) for convenience with 24 hours' prior notice; (ii) immediately if Company reasonably believes you have breached these Terms or your use poses a security, legal, or reputational risk; or (iii) immediately upon insolvency-related events. If Company terminates your paid subscription for convenience and not due to your breach, Company's sole obligation will be a pro-rata refund of pre-paid Fees for the unused portion of the then-current term, excluding non-refundable fees, usage-based charges, taxes, and third-party pass-through costs.

7.5. Upon expiration or termination, you shall cease use of the Services and remove any integration from your systems. All sections which by their nature are intended to survive termination shall survive.

8.1. The Intellectual Property Rights and all other rights, title and interest in and to the Platform, Website and/or Services or any related Documentation, including all modifications, enhancements, upgrades, customizations and derivative works, and excluding third party content, are and shall remain the exclusive property of Company and its licensors. "Intellectual Property Rights" means all intellectual property rights of every kind, including trademarks, patents, copyrights, trade secrets, rights in software and computer code, and all applications and registrations thereof.

8.2. If Company receives any feedback regarding the Services ("Feedback"), all rights, including Intellectual Property Rights, in such Feedback shall belong exclusively to Company, and you hereby irrevocably assign to Company all such rights and waive any moral rights you may have in respect thereto.

8.3. Unless you opt out in writing, you grant Company the right to use your name and logo to identify you as a customer/user of the Services in Company's marketing materials and public announcements.

8.4. Nothing in these Terms shall be construed as transferring any right, title or interest to you or any third party, unless explicitly stated. Company and its licensors reserve all rights not expressly granted.

8.5. Notwithstanding anything to the contrary, you acknowledge and agree that Company may use User Content in aggregated and/or de-identified form for internal analysis, research, development, and improvement of the Services.

You shall indemnify, defend and hold harmless Company and its respective affiliates, officers, directors, shareholders, or representatives ("Indemnified Parties") from any and all demands, judgments, awards, losses, damages, expenses, claims and liabilities, and all related costs, including reasonable legal fees, incurred as a result of or arising out of a third party claim arising from (i) a breach or alleged breach of these Terms, including any representations or warranties made by you; (ii) your gross negligence, willful misconduct or fraud, or that of your employees, agents, or subcontractors; or (iii) any breach or violation of applicable law by you.

Except as otherwise expressly stated hereunder, and to the maximum extent permitted by applicable law, the Website, Platform, Services and any related Documentation, software or component therein are provided on an "as is" and "as available" basis without warranty of any kind. Company disclaims all warranties, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose. Company assumes no responsibility or liability for (i) any unauthorized access to or use of the Services; (ii) any interruption or cessation of transmission to or from the Services; (iii) any bugs, viruses, trojan horses, or the like which may be transmitted through the Services; and (iv) any loss of data or content. In no event shall Company be liable for any indirect, consequential, special, punitive or incidental damages, or damages for the loss of business profits, business interruption, or loss of business information. In no event shall Company's maximum aggregate liability for damages in connection with these Terms exceed the amount of Consideration actually paid to the Company in the six (6) months preceding such liability.

In the context of the relationship under these Terms, either party ("Disclosing Party") may disclose to the other party ("Receiving Party") certain confidential information regarding its technology and business ("Confidential Information"). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that the Receiving Party can demonstrate (i) was already lawfully known or independently developed without access to Confidential Information; (ii) was received from a third party without restrictions; (iii) is publicly and generally available, free of confidentiality restrictions; or (iv) is required to be disclosed by law, provided prompt notice is given. These obligations shall survive the termination or expiration of these Terms for a period of three (3) years.

To the extent you use the Services in a manner that involves the collection, sharing or processing of data that identifies a natural person or can make a natural person identifiable ("Personal Data"), for example through pixels, tags, cookies, SDKs, tracking links, forms, chat widgets, or other tools, you are responsible for complying with applicable privacy and data protection laws. This includes providing legally adequate notices and, to the extent required, obtaining consent for any processing of Personal Data conducted in connection with the Services, and maintaining a compliant privacy policy that discloses your use of the Services and any sharing of data with Company for Company's own purposes. The processing of personal data by Company on behalf of the Customer is subject to and governed by the Data Processing Agreement incorporated into these Terms by reference.

Company reserves the right to modify, correct, or amend these Terms at any time. The most current version will always be posted and any changes will be indicated under the "Last Updated" date above. It is your responsibility to ensure that you are familiar with the most current version. Your continued use of the Services following an updated version being posted shall constitute your express agreement to be bound by the updated terms. Where material changes are made, Company may send or post an applicable notification.

14.1. Governing Law and Jurisdiction. These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by the laws of the State of Israel, without regard to conflict of law principles. The parties agree that any claim shall be brought exclusively in the competent courts located in Tel Aviv, Israel.

14.2. Relationship of the Parties. Each party is an independent contractor and will not have any authority to bind or commit the other. Nothing herein shall be deemed to create a joint venture, fiduciary or agency relationship between the parties for any purpose.

14.3. Assignment. You may not assign or transfer these Terms without the prior written consent of Company. Company may assign these Terms and/or any rights or obligations hereunder upon notice to you, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.4. Force Majeure. Neither party shall be liable for any delay or failure to perform to the extent caused by circumstances beyond the non-performing party's reasonable control, including strikes, lockouts, labor troubles, restrictive government or judicial orders, riots, insurrection, war, terrorism, Acts of God, and/or inclement weather, provided that the non-performing party uses its best efforts to overcome such circumstances.

14.5. Entire Agreement. These Terms, together with any documents incorporated by reference, including the Pricing Page and the Privacy Policy, and any executed Order Form, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements and understandings, whether written or oral.

14.6. Severability. Should any provisions of these Terms be determined to be invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected and will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

14.7. Waiver. A delay or omission by either party to exercise any right under these Terms shall not be construed to be a waiver of such right. A waiver of any of the performance provisions of these Terms shall not be construed to be a waiver of any succeeding performance or breach.