TRUVO ADS

TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

Welcome to Truvo Ads ("we," "us," "our," or "Truvo"). These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Truvo Ads regarding your use of our subscription-based advertising management services available at truvoads.com (the "Website") and all related services (collectively, the "Services").

By subscribing to our Services, creating an account, or using our Website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, and "you" and "your" shall refer to such entity.

2. SERVICES DESCRIPTION

2.1 Service Offerings

Truvo Ads provides subscription-based advertising campaign management across multiple digital advertising platforms. Our service tiers include:

Ignite Plan ($494/month): Management of one (1) advertising channel with full campaign setup, optimization, and reporting

Accelerate Plan ($994/month): Management of up to three (3) advertising channels with enhanced targeting and cross-channel optimization

Orbit Plan (Custom Pricing): Unlimited advertising channels with white-glove account management and custom strategy

2.2 Service Components

Depending on your selected plan, Services may include:

Campaign strategy development and implementation

Advertising account setup and configuration

Audience targeting and segmentation

Creative testing and optimization (A/B testing)

Conversion tracking setup and maintenance

Budget management and bid optimization

Performance reporting via real-time dashboards

Ongoing campaign monitoring and optimization

Access to supported advertising platforms (Meta, Google, TikTok, Snapchat, Pinterest, LinkedIn, X, CTV, Display, Audio, etc.)

2.3 Critical Distinction: Management Fees vs. Ad Spend

YOUR SUBSCRIPTION FEE COVERS MANAGEMENT SERVICES ONLY. ADVERTISING SPEND (THE ACTUAL COST TO RUN ADS) IS SEPARATE AND ADDITIONAL TO YOUR SUBSCRIPTION FEE.

Two Types of Ad Spend Billing:

1. Direct Platform Billing (Self-Serve Channels)

For the following advertising platforms, you pay the platform directly via your own account and billing method:

Meta Ads (Facebook & Instagram)

Google Ads (Search, Display, YouTube)

TikTok Ads

Snapchat Ads

LinkedIn Ads

X Ads (Twitter)

Pinterest Ads

You are responsible for:

Maintaining payment methods with these platforms

All advertising costs billed by these platforms

Platform fees, taxes, and charges

Ensuring adequate budget for campaigns

Resolving billing issues directly with platforms

2. Truvo-Invoiced Media (Programmatic Channels)

For programmatic advertising channels that we purchase on your behalf, we will invoice you separately for media costs:

Connected TV (CTV) Ads

Audio/Streaming Audio Ads

Display Ads

Native Ads

Online Video (OLV) Ads

Other programmatic inventory

For these channels:

We purchase media inventory through our programmatic partners

Media costs are invoiced to you separately from your subscription fee

Invoices are typically issued monthly and due within 15 days

You authorize us to purchase media up to your approved budget

Media invoices include all costs associated with programmatic campaign execution

Example Billing Scenario:

If you're on the Accelerate Plan ($994/month) running Meta Ads, Google Ads, and CTV:

Subscription Fee (Monthly): $994 to Truvo Ads (management services)

Meta Ads Spend: $8,000 paid directly to Meta via your ad account

Google Ads Spend: $7,000 paid directly to Google via your ad account

CTV Ads Spend: $5,000 invoiced separately by Truvo Ads (media cost only)

Total Monthly Investment: $20,994 ($994 management + $20,000 media spend)

2.4 Service Limitations

Platform Dependencies: Our Services rely on third-party advertising platforms. We are not responsible for platform outages, policy changes, account suspensions, or other platform-related issues beyond our control.

Performance Not Guaranteed: While we employ industry best practices and proven strategies, we do not guarantee specific campaign results, ROI, conversion rates, or other performance metrics.

Budget Management: While we manage campaign budgets and optimization, you are ultimately responsible for ensuring sufficient funds are available in your advertising accounts and for payment of all invoiced media costs.

3. SUBSCRIPTION BILLING AND PAYMENT

3.1 Subscription Fees

You agree to pay the subscription fee associated with your selected plan on a monthly recurring basis. Subscription fees are charged in advance on the same calendar day each month (your "billing date").

Current Pricing:

Ignite: $494/month (1 channel included)

Accelerate: $994/month (up to 3 channels included)

Orbit: Custom pricing (unlimited channels)

Add-On Pricing:

Additional channel (Ignite): $394/month per channel

Additional channel (Accelerate): $394/month per channel

eCommerce catalog management: $94/month

3.2 Setup Fees

Standard setup fees ($500) are currently waived for all new subscriptions. We reserve the right to reinstate setup fees at any time with 30 days' notice to prospective clients.

3.3 Payment Processing

All payments are processed through our third-party payment processor (Stripe). By providing payment information, you:

Authorize us to charge your payment method for all fees owed

Represent that you are authorized to use the payment method provided

Agree to update your payment information promptly if it changes

Authorize your payment provider to share transaction information with us

3.4 Automatic Renewal

Your subscription will automatically renew each month unless canceled in accordance with Section 5 (Cancellation Policy). By subscribing, you authorize us to charge your payment method on each billing date until you cancel.

3.5 Failed Payments

If a payment fails:

We will attempt to process payment up to three (3) times over a 10-day period

You will receive email notifications of failed payment attempts

Your Services may be suspended after the third failed attempt

Your account may be terminated after 15 days of non-payment

You remain responsible for all fees during any suspension period

A $25 failed payment administrative fee may be charged for each failed payment attempt after the first failure.

3.6 Price Changes

We reserve the right to modify subscription pricing with 30 days' advance notice. Price changes will take effect on your next billing cycle after the notice period. Continued use of Services after a price change constitutes acceptance of the new pricing.

3.7 Taxes

All fees are exclusive of applicable federal, state, local, or foreign taxes, levies, or duties. You are responsible for all such taxes except those based on our net income.

4. MEDIA SPEND AND INVOICING

4.1 Media Spend Separate from Management Fees

ADVERTISING MEDIA SPEND IS NOT INCLUDED IN YOUR SUBSCRIPTION FEE. Your subscription covers our professional management services only. The actual cost to display your advertisements across various platforms is separate and additional.

4.2 Direct Platform Billing

For self-serve advertising platforms (Meta, Google, TikTok, Snapchat, LinkedIn, X, Pinterest), you will:

Maintain your own advertising account with each platform

Provide us with authorized user/partner access to manage campaigns

Be billed directly by each platform according to their billing terms

Be responsible for maintaining adequate payment methods with each platform

Receive invoices and billing statements directly from each platform

Handle all billing disputes and payment issues directly with platforms

We do not receive, process, or control payments for these platforms. Your payment relationship is directly with each advertising platform.

4.3 Programmatic Media Invoicing

For programmatic advertising channels (CTV, Audio, Display, Native, OLV), we purchase media inventory on your behalf through our programmatic partners. For these channels:

Invoicing Terms:

Media invoices include all costs associated with programmatic campaign execution

Payment required upfront: Invoices must be paid in full before campaign launch or at the beginning of each month for ongoing campaigns

Alternative: Daily credit card billing at calculated average daily rate for approved campaign duration

Accepted payment methods: ACH transfer, wire transfer, check, or credit card

Credit card payments may incur a 3% processing fee (waived for daily billing option)

Campaigns will not launch until payment is received or daily billing is authorized

Payment Options:

Option 1 - Upfront Payment:

Invoice issued upon campaign approval

Payment due immediately before campaign launch

For ongoing monthly campaigns, invoice issued at month start

Option 2 - Daily Credit Card Billing:

Average daily spend calculated based on campaign budget and duration

Charged automatically to stored credit card each day

Requires valid credit card on file with sufficient available credit

Client must provide 2 business days' notice to pause or stop billing

Budget Authorization:

You must provide written approval of campaign budgets before we initiate programmatic purchases

We will not exceed approved budgets without your explicit authorization

You may adjust or pause programmatic campaigns with at least 2 business days' advance notice

4.4 Payment Responsibilities

You acknowledge and agree that:

You are solely responsible for all advertising costs across all platforms

Management fees do not reduce, credit, or offset media spend costs

Inability to pay platforms directly may result in campaign suspension by those platforms

Programmatic campaigns require upfront payment or authorized daily billing before launch

Failure to pay upfront programmatic invoices or maintain valid payment for daily billing will prevent campaign launch

We are not responsible for overdrafts, declined payments, or insufficient funds in your platform accounts or credit cards

4.5 Budget Planning

Minimum Ad Spend Recommendations:

Ignite Plan: Designed for advertisers spending under $10,000/month in media

Accelerate Plan: Designed for advertisers spending $10,000-$25,000/month in media

Orbit Plan: Designed for advertisers spending $25,000+/month in media

These are recommendations only. Your actual media spend may vary based on campaign objectives, industry, competition, and seasonality. We will work with you to develop appropriate budgets for your goals.

5. CANCELLATION AND REFUND POLICY

5.1 Cancellation by Client

You may cancel your subscription at any time through your account dashboard or by contacting our support team at [email protected]. Cancellations must be submitted at least 48 hours before your next billing date to avoid being charged for the upcoming billing cycle.

Cancellation Terms:

No cancellation fees or penalties

Access to Services continues through the end of your current paid billing period

No refunds or credits for partial months

Cancellation becomes effective at the end of the current billing cycle

No automatic reactivation; you must manually resubscribe to resume Services

Prepaid programmatic campaigns will run through completion or agreed stop date (non-refundable once launched)

For daily credit card billing, you must provide at least 2 business days' notice to stop charges

5.2 30-Day Money-Back Guarantee

New clients are eligible for a full refund within 30 days of their initial subscription payment if they are unsatisfied with our Services for any reason.

Money-Back Guarantee Terms:

Applies only to first-time subscribers

Must be requested within 30 calendar days of initial payment

Refund applies ONLY to the subscription management fee

Does NOT apply to advertising spend paid to platforms or prepaid programmatic campaigns

Prepaid programmatic media is non-refundable once campaigns have launched

Does not apply to add-on services purchased separately

Refund request must be submitted in writing to [email protected]

Refunds are processed within 10 business days to the original payment method

Account will be immediately terminated upon refund

5.3 Refunds for Service Issues

If we fail to provide Services as described due to our error or technical failure, we will provide a prorated credit or refund for the affected period at our discretion.

5.4 No Refunds After 30 Days

After the initial 30-day guarantee period, subscription fees are non-refundable. This includes:

Partial month fees after cancellation

Fees paid during periods of non-use

Fees paid if you change your mind

Fees for add-on services

Prepaid programmatic media campaigns are non-refundable at any time once campaigns have launched.

5.5 Cancellation by Truvo Ads

We reserve the right to suspend or terminate your account and access to Services immediately, without prior notice or liability, for any reason, including but not limited to:

Breach of these Terms

Violation of advertising platform policies

Fraudulent or illegal activity

Non-payment of subscription fees

Failure to pay programmatic media invoices before campaign launch when required

For daily billing: insufficient funds resulting in 3+ declined charges

Abusive conduct toward our team members

Use of Services in a manner that could damage our reputation or relationships with advertising platforms

If we terminate your account for breach of Terms, you will not receive any refund of prepaid fees.

6. USER ACCOUNTS AND RESPONSIBILITIES

6.1 Account Creation

To use our Services, you must:

Provide accurate, current, and complete registration information

Be at least 18 years of age or the age of majority in your jurisdiction

Have the legal capacity to enter into binding contracts

Maintain and promptly update your account information

6.2 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials

All activities that occur under your account

Notifying us immediately of any unauthorized access or security breach

Using a strong, unique password

We are not liable for any loss or damage arising from your failure to maintain account security.

6.3 Grant of Access to Self-Serve Advertising Platforms

To provide Services for self-serve advertising platforms, you must grant us authorized user or partner access to your advertising accounts. You represent and warrant that:

For Self-Serve Platforms (Meta, Google, TikTok, Snapchat, LinkedIn, X, Pinterest):

You own or have authorization to grant us access to these accounts

You will maintain ownership and administrative access to all accounts

You will not revoke our access without prior notice and coordination to ensure smooth transition

All accounts are in good standing with their respective platforms

You understand we access these accounts solely to provide campaign management services

You retain the right to revoke access at any time, understanding this will impact our ability to provide Services

6.4 Account Ownership and Data Rights

Self-Serve Platform Accounts:

For self-serve advertising platforms (Meta, Google, TikTok, Snapchat, LinkedIn, X, Pinterest):

You retain full ownership of all advertising accounts, creative assets, customer data, audiences, pixels, and campaign performance data

We claim no ownership rights to your accounts or account assets

Upon termination of Services, you retain all access and ownership rights to these accounts

You may take these accounts with you if you discontinue Services

We will provide reasonable assistance (up to 30 days) to facilitate transition of account management

Programmatic DSP Accounts:

For programmatic advertising channels (CTV, Audio, Display, Native, OLV):

Truvo Ads owns and manages the DSP (Demand-Side Platform) accounts where your campaigns are executed

You do not have direct login access to DSP platforms

We cannot transfer DSP account ownership to youYou retain ownership of:All campaign performance data and resultsCreative assets you provideAudience insights and learnings derived from your campaignsAll reporting and analytics related to your campaigns

Data portability: You can export campaign performance data at any time through our reporting dashboards

Upon termination, you lose access to active campaign management within our DSP accounts, but retain all historical performance data and insights

General Data Ownership:

Regardless of platform type:

You own all customer data, prospect information, and business intelligence

You own all creative assets (images, videos, ad copy, brand materials)

You own all campaign insights and performance learnings

We will never sell or claim ownership of your business data or creative assets

6.5 Client Cooperation

You agree to:

Provide necessary information, assets, and account access in a timely manner

Respond to our requests for information within reasonable timeframes

Review and approve campaign strategies and creative before launch (where applicable)

Communicate changes to business objectives, targeting, or strategy promptly

Comply with all applicable laws and advertising platform policies

Failure to provide necessary cooperation may impact campaign performance and timelines.

7. PROHIBITED USES

7.1 General Prohibitions

You agree not to use our Services to:

Violate any applicable federal, state, local, or international law or regulation

Advertise illegal products, services, or activities

Engage in fraudulent, deceptive, or misleading advertising practices

Infringe upon intellectual property rights of others

Promote discrimination, hate speech, violence, or harassment

Advertise adult content, gambling, tobacco, or other restricted products without proper licensing and compliance

Distribute malware, viruses, or other harmful code

Attempt to gain unauthorized access to our systems or other users' accounts

Interfere with or disrupt the integrity or performance of our Services

Use our Services to compete with us or develop competing services

Collect or harvest data from our platform without authorization

7.2 Advertising Content Standards

All advertising content must:

Comply with policies of the relevant advertising platforms (Meta, Google, etc.)

Be truthful, accurate, and substantiated

Not make false or misleading claims

Include required disclosures and disclaimers

Respect intellectual property rights

Comply with FTC guidelines and other regulatory requirements

7.3 Consequences of Prohibited Use

Violation of these prohibitions may result in:

Immediate suspension or termination of Services without refund

Reporting to relevant advertising platforms

Reporting to law enforcement authorities where applicable

Legal action to recover damages

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Truvo Ads Intellectual Property

The Website, Services, and all content, features, and functionality (including but not limited to design, text, graphics, logos, icons, images, software, and the selection and arrangement thereof) are owned by Truvo Ads and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our Services solely for your internal business purposes in accordance with these Terms.

8.2 Client Intellectual Property

You retain all rights to your:

Brand assets (logos, trademarks, brand names)

Creative content (images, videos, ad copy)

Customer data and contact information

Business proprietary information

You grant us a limited, non-exclusive, worldwide license to use your intellectual property solely to provide Services to you during the term of your subscription.

8.3 Service-Generated Content

Any campaign strategies, audience insights, performance reports, or other materials created specifically for your account by our team remain subject to the following:

You may use them for your internal business purposes

You may not resell, redistribute, or share them with third parties for commercial purposes

We retain the right to use anonymized, aggregated insights derived from your campaigns for benchmarking and service improvement

8.4 Feedback and Suggestions

If you provide us with feedback, suggestions, or ideas about our Services, you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into our Services without compensation or attribution.

9. CONFIDENTIALITY

9.1 Confidential Information

Each party may have access to confidential information of the other party, including but not limited to:

Your Confidential Information:

Business strategies and marketing plans

Customer lists and prospect data

Financial information

Proprietary business processes

Campaign performance data

Our Confidential Information:

Proprietary methodologies and strategies

Internal processes and workflows

Pricing strategies (beyond published rates)

Technical systems and infrastructure details

9.2 Confidentiality Obligations

Each party agrees to:

Maintain confidential information in strict confidence

Use confidential information only for the purposes of performing under these Terms

Not disclose confidential information to third parties without prior written consent

Protect confidential information using the same degree of care used for its own confidential information (but no less than reasonable care)

9.3 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no breach of these Terms

Is rightfully received from a third party without confidentiality obligations

Is independently developed without use of confidential information

Must be disclosed by law or court order (with prompt notice to the disclosing party where legally permitted)

9.4 Duration

Confidentiality obligations survive termination of these Terms for a period of three (3) years.

10. REPRESENTATIONS AND WARRANTIES

10.1 Client Representations

You represent and warrant that:

You have the legal right and authority to enter into these Terms

All information you provide is accurate, current, and complete

You own or have rights to all content and materials you provide

Your use of Services will comply with all applicable laws and regulations

Your advertising content and campaigns comply with all platform policies

You have obtained all necessary rights, licenses, and consents for any third-party content

You will not use Services for any unlawful or prohibited purpose

10.2 Truvo Ads Representations

We represent and warrant that:

We have the right and authority to provide the Services

We will provide Services in a professional and workmanlike manner consistent with industry standards

We will use commercially reasonable efforts to provide Services as described

Our team members have appropriate expertise and certifications for the platforms we manage

10.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

Services will be uninterrupted, timely, secure, or error-free

Results obtained from Services will be accurate, reliable, or meet your expectations

Any errors or defects will be corrected

Services will achieve specific campaign performance, ROI, conversion rates, or other metrics

Third-party advertising platforms will maintain current features, pricing, or policies

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

11.1 Types of Damages Excluded

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRUVO ADS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES

LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES

LOSS OF DATA OR COST OF SUBSTITUTE SERVICES

BUSINESS INTERRUPTION

REPUTATIONAL HARM

ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN SUBSCRIPTION FEES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Platform-Related Issues

WE ARE NOT LIABLE FOR:

Actions, errors, or omissions of third-party advertising platforms

Platform policy changes, account suspensions, or restrictions

Platform algorithm changes affecting campaign performance

Platform outages, downtime, or technical issues

Changes to platform features, pricing, or available targeting options

Decisions by platforms to reject or disapprove advertising content

11.4 Client Content and Compliance

WE ARE NOT LIABLE FOR:

Legal or regulatory violations resulting from your advertising content

Intellectual property infringement claims related to your content

False or misleading claims in your advertising

Non-compliance with industry regulations (FTC, HIPAA, COPPA, etc.)

Disputes with your customers arising from your advertising

11.5 Jurisdictional Limitations

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not fully apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

12. INDEMNIFICATION

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Truvo Ads, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

Your violation of these Terms or applicable law

Your advertising content, including any claims of intellectual property infringement, defamation, or violation of rights of publicity or privacy

Your violation of any third-party advertising platform policies

Your products, services, or business practices advertised through our Services

False, misleading, or deceptive advertising content

Regulatory violations (FTC, FDA, HIPAA, COPPA, etc.)

Your breach of representations and warranties

Negligence or willful misconduct by you or your employees/agents

12.2 Indemnification Process

If we seek indemnification, we will:

Promptly notify you in writing of the claim

Provide you with reasonable cooperation in the defense

Allow you to control the defense and settlement, provided settlement does not admit liability on our part or impose obligations on us without our consent

12.3 Our Right to Participate

We reserve the right to participate in the defense and settlement of any claim at our own expense.

13. DISPUTE RESOLUTION

13.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact us at [email protected] to attempt to resolve the dispute informally. We will attempt to resolve the dispute through good-faith negotiations for a period of 30 days.

13.2 Binding Arbitration

If informal resolution is unsuccessful, you and Truvo Ads agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of Services will be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Key Arbitration Terms:

One arbitrator will be selected in accordance with AAA rules

Arbitration will be conducted in San Diego, California (or another mutually agreed location)

Arbitration will be conducted in English

The arbitrator's decision will be final and binding

Judgment on the arbitration award may be entered in any court of competent jurisdiction

Each party will bear its own attorneys' fees and costs unless the arbitrator determines otherwise

13.3 Exceptions to Arbitration

The following disputes are not subject to arbitration:

Claims for injunctive or equitable relief to protect intellectual property rights

Small claims court actions within jurisdictional limits

Claims that cannot be arbitrated under applicable law

13.4 Class Action Waiver

YOU AND TRUVO ADS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

13.5 Opt-Out Right

You have the right to opt out of the arbitration and class action waiver provisions by sending written notice to [email protected] within 30 days of first accepting these Terms. If you opt out, you and we retain the right to pursue claims in court.

13.6 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any disputes not subject to arbitration will be brought exclusively in the state or federal courts located in San Diego County, California.

14. TERM AND TERMINATION

14.1 Term

These Terms begin when you accept them (by subscribing or using Services) and continue until terminated in accordance with this Section.

14.2 Termination for Convenience

Either party may terminate the subscription relationship at any time in accordance with Section 5 (Cancellation Policy).

14.3 Termination for Cause

Either party may terminate immediately if the other party:

Materially breaches these Terms and fails to cure within 15 days of written notice

Becomes subject to bankruptcy or insolvency proceedings

Ceases business operations

14.4 Effect of Termination

Upon termination:

Your right to access and use Services immediately ceases

We will cease all campaign management activities across all platforms

You remain responsible for all fees incurred through the effective termination date (including outstanding media invoices for programmatic campaigns)

Self-Serve Platform Accounts (Meta, Google, TikTok, etc.):

You retain full ownership and administrative access to all accounts

We will remove our authorized user/partner access within 5 business days

You can continue managing these accounts independently or transfer to another agency

All campaign data, audiences, pixels, and account assets remain yours

We will provide reasonable transition assistance (up to 30 days) to facilitate handoff

Programmatic DSP Accounts (CTV, Audio, Display, Native, OLV):

Active programmatic campaigns will be paused or completed as directed

You lose access to campaign management within our DSP accounts

You retain all historical performance data and reporting (available for export for 90 days)

Campaign creative assets provided by you remain your property

Audience insights and learnings remain available through final reporting

General:

Provisions that by their nature should survive termination will continue (including Sections 8, 9, 10, 11, 12, and 13)

We will provide final performance reports and campaign summaries within 15 business days

14.5 Data Retention After Termination

Self-Serve Platform Data:

Campaign performance data remains accessible in your third-party platform accounts indefinitely (subject to platform policies)

You maintain complete access to all historical data

Programmatic Campaign Data:

Campaign performance data available for export through our dashboards for 90 days post-termination

After 90 days, we retain summarized reporting for tax and legal compliance purposes (7 years)

Detailed campaign data may be deleted after 90 days

Account and Personal Information:

We will retain your account information for tax and legal compliance purposes (7 years)

We may retain anonymized, aggregated data for analytical purposes indefinitely

We will delete your personal information upon request, subject to legal retention requirements

See our Privacy Policy for detailed data retention information

15. MODIFICATIONS TO TERMS

15.1 Right to Modify

We reserve the right to modify these Terms at any time. When we make material changes, we will:

Update the "Last Updated" date at the top of these Terms

Provide notice via email to the address associated with your account

Post a notice on our Website

Provide at least 30 days' notice before material changes take effect

15.2 Your Acceptance of Changes

Your continued use of Services after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must cancel your subscription before the changes take effect.

15.3 Immaterial Changes

We may make non-material changes (such as corrections of typos, clarifications, or formatting) without prior notice. These changes will be effective immediately upon posting.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements referenced herein, constitute the entire agreement between you and Truvo Ads regarding the Services and supersede all prior agreements, communications, and understandings.

16.2 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets, or by operation of law, without your consent.

16.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.4 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

16.5 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16.6 Independent Contractors

You and Truvo Ads are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

16.7 Third-Party Rights

These Terms do not confer any third-party beneficiary rights except as expressly stated.

16.8 Notices

All notices under these Terms must be in writing and delivered to:

For Truvo Ads:

 

Email: [email protected]

Address: [Your Business Address]

For You:

The email address associated with your account

Notices are deemed received when delivered via email (with confirmation of delivery) or three (3) business days after mailing.

16.9 Export Control

You agree to comply with all applicable export control and sanctions laws. You represent that you are not located in, under the control of, or a national or resident of any restricted country or on any government restricted party list.

16.10 Government Users

If you are a U.S. government entity, our Services are "commercial items" as defined in Federal Acquisition Regulation (FAR) 2.101 and are provided with only those rights granted to non-governmental customers.

16.11 Language

These Terms are drafted in English. Any translation is provided for convenience only. In case of conflict between the English version and a translation, the English version controls.

17. CONTACT INFORMATION

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

Truvo Ads

 

Email: [email protected]

Legal inquiries: [email protected]

Website: https://truvoads.com

18. ACKNOWLEDGMENT

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