Promake Terms and Conditions

Last Updated: 2 September 2026

These terms constitute a legal agreement between you and Promake Labs Incorporated ("Promake," "we," or "us"). Your use of promake.ai (the "Site") and the services made available on the Site (the "Services") is subject to these Terms of Service (these "Terms"). By using the Site and any of our Services, you:

• Acknowledge that you have read and understood these Terms;
• Agree to be bound by these Terms;
• Agree to our Privacy Policy; and
• Commit to comply with all applicable laws and regulations.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

We may revise these Terms at any time by posting updated terms on the Site or providing you with notice. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms.

Certain Promake products or features — including Promake Ads — are subject to additional supplemental terms specific to that product (each, "Supplemental Terms"), which are incorporated into these Terms by reference and apply in addition to, and (solely with respect to that product) in place of any conflicting provision of, these Terms. The current list of Supplemental Terms is available at promake.ai/legal.

License to use our services

Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable license to use our Services. This license includes the right to use the Services for both personal and commercial purposes, subject to your subscription plan and these Terms. This license terminates immediately if you violate these Terms or your account is terminated for any reason.

Intellectual-property rights

Our rights

Promake Labs Incorporated ("Promake") or its licensors, retain all right, title, and interest in and to all intellectual property and proprietary rights related to its Services, platform, technology, and brand. This includes, without limitation, all copyrights, trademarks, trade dress, patents, trade secrets, know-how, and other intellectual property and proprietary rights in and to:

• The Promake platform, all underlying technology, software, tools, algorithms, templates, AI models, libraries, documentation, infrastructure, and configuration interfaces used to provide or operate the platform, website, and any related sites, domains, or subdomains;
• All software, code (source and object), algorithms, models, features, functionalities, and systems developed by or for Promake;
• All user interfaces, user experience designs, architecture, layouts, and visual elements;
• All content made available by Promake, including text, graphics, media, documentation, blogs, marketing materials, and other materials;
• All data generated through the use of the platform, including Usage Data and analytical insights, subject to applicable privacy laws; and
• All improvements, enhancements, modifications, and derivative works of the foregoing, (collectively, "Promake Materials").

All such intellectual property and proprietary materials, whether registered or unregistered, are owned by Promake or its licensors and are protected by applicable intellectual property laws in the United States and internationally.

Except as expressly authorized in writing by Promake, no rights or licenses are granted to any user or third party, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Promake.

Clear distinction of rights

As between the parties, subject to any third party rights and excluding any Promake Materials, Customer will own all right, title, and interest in the following:

• Customer Data;
• User-generated content; and
• Applications built with our Services.

Data usage, training, and learning

We collect and process data from your use of the Services to provide the Services, improve our platform, provide support, enhance user experience and, in certain cases, for our general business purposes. Our Privacy Policy contains detailed information about how we process personal data; this section summarizes how we use data within the Services and clarifies ownership and handling of different types of data. Where this section and the Privacy Policy describe the use of data for AI model training, this section (as the more specific, product-facing description) controls.

Data categories and ownership

We categorize data you interact with through the Services into three types:

1. Usage Data (Owned by Promake)

“Usage Data” refers to telemetry, logs, and technical metadata generated by your use of the Services. This includes: feature usage statistics; API request and performance metrics; device, browser, and operating system metadata; and session activity and error logs.

Promake owns all Usage Data and may use it without restriction for any business purpose, including to monitor service performance and stability, diagnose issues and maintain reliability, improve system functionality, analyze user trends, and generate anonymous benchmarks and analytics. Usage Data never includes source code, user-submitted content, or identifiable PII.

2. Customer Data (Owned by You)

“Customer Data” refers to all content you upload, input, or generate through use of the Services, including prompts submitted to the platform; generated code, websites, and outputs (subject to any third-party rights and excluding Promake Materials); uploaded files, documents, or code; and project structures, logic, and configurations.

Promake may collect, use, store, and process Customer Data solely to provide and improve the Services, including for system operations, support, diagnostics, and security purposes. In addition, Promake may use Customer Data, excluding any Personally Identifiable Information (“PII”) therein, for training and tuning machine learning and AI models, benchmarking and analytics, and developing, improving, and enhancing the functionality and performance of the Services and related technologies — except where a user is enrolled in an Enterprise Plan (automatically excluded) or has opted out under the Business Plan (see below). Free and Pro plan Customer Data is used for these purposes by default. For the avoidance of doubt, Promake will not use PII contained within Customer Data for such training, benchmarking, or product development purposes.

Operational Access and Benchmarking

To troubleshoot and improve the platform, authorized Promake personnel may access your workspace data (including prompts, generated code, and logs). Access is limited to personnel with a business need, and all access is logged and audited.

Promake may generate aggregate, de-identified benchmarks (e.g., error rates, latency, usage statistics). These benchmarks never include readable source code or project names, are retained even after account or project deletion, and may be used for internal metrics, product development, or public-facing performance summaries. If you believe a benchmark identifies you, contact us and we will remove or further anonymize it.

Plan Tiers: Free/Pro, Business, and Enterprise

Promake offers three tiers with different data-handling commitments: the “Free/Pro” tier, the “Business Plan,” and the “Enterprise Plan.” These are the only three tier names used in these Terms.

Business Plan Customers

The Business Plan is a self-serve tier offering enhanced privacy controls without requiring a sales contract or custom negotiation. It is distinct from the Enterprise Plan, which is available only through direct sales engagement. The following terms apply specifically to Business Plan Customers:

• Self-Serve Availability: the Business Plan is available for purchase through Promake's online checkout and does not require a sales contract or custom negotiation.
• Opt-Out of Model Training: Business Plan users may opt out of having their Customer Data used for AI model training, either through account settings (if available) or by request to legal@promake.ai. Upon confirmation, Promake will exclude the user's Customer Data from future training datasets.
• Retroactive Deletion of Customer Data: Business Plan users may request that previously collected Customer Data be deleted from Promake systems, including removal from training datasets to the extent technically feasible. This does not apply to de-identified or derived data that no longer contains Customer Data in a form traceable to the user.
• No Custom Data Handling Agreements: Business Plan users are not eligible for negotiated data-handling terms. All data is processed in accordance with Promake's standard Terms of Service and Privacy Policy.
• Precedence over General Terms: in case of any conflict between this subsection and other provisions of the Terms, this subsection controls for Business Plan users.

Enterprise Plan Customers

Enterprise Plan accounts include all Business Plan data-handling benefits plus an explicit, automatic waiver of AI model training rights (no opt-out required — training is excluded by default) and custom data-handling agreements negotiated with the Enterprise sales team, along with dedicated account support. Enterprise Plans are available only through direct sales engagement.

3. Personally Identifiable Information (PII)

“Personally Identifiable Information” or PII means any information that identifies, relates to, describes, or could reasonably be linked to a specific individual, including but not limited to names, email addresses, IP addresses, account identifiers, and device or location-based data.

Promake will only use PII to provide and support the Services (account management, authentication, support, and billing) and, for any other business purpose, only in aggregated and de-identified form that does not reasonably identify you or any other individual. Promake does not use raw or identifiable PII for AI training, does not sell PII, and does not share PII with third parties for advertising or marketing. You may request access to or deletion of your PII at any time by contacting legal@promake.ai.

Data Retention and Deletion

Customer Data and PII are retained only as long as necessary for the purposes described in this section, or to comply with legal obligations, and — for the live content of your account (your websites, stores, and configuration) — for as long as your subscription remains active. Once you submit a valid deletion request, or your account is cancelled, we remove the relevant data from active production systems within ninety (90) days and from encrypted backups within three-hundred-sixty-five (365) days, consistent with the schedule in our Data Processing Agreement. Usage Data and de-identified benchmarks may be retained indefinitely.

For Enterprise Plan users or Business Plan users, Promake will delete Customer Data from its systems and AI model training datasets upon request, subject to the schedule above. In each case, deletion may not extend to derived or de-identified data that is no longer associated with a specific user or account. No deletion request will override legal obligations to retain certain data (e.g., for fraud prevention or tax compliance).

Our commitment to responsible data usage

We utilize industry standard data-access controls, conduct regular security audits, and practice transparent data usage.

User accounts and content

Account creation and management

• You may create an account to use the Services. You are responsible for maintaining account security.
• Account deletion currently must be requested via support.
• We reserve the right to terminate accounts that violate these Terms.

User content

You may upload code, images, videos, fonts, and other digital assets. You represent that you have all necessary rights to upload such content; your content does not violate any laws or third-party rights; and you are solely responsible for your content and its use.

Services and pricing

Plans and limits: see promake.ai/pricing. Certain features, including Promake Ads, are governed by additional Supplemental Terms as described in the Introduction section above and available at promake.ai/legal.

Hosting Services and Customer Responsibility

Promake provides hosting services to enable customers to publish, trade, distribute, and operate online content and services. Customers are solely responsible for all content, commerce, and publications they upload, host, or distribute using Promake. Promake shall bear no responsibility for and disclaims all liability, whether direct or indirect, arising out of or related to any content, products, or services published, uploaded, or distributed by customers through the platform. Customers agree to indemnify and hold harmless Promake against any claims, damages, or losses caused by such content.

Illegal Use and Customer Liability

The Customer shall not use the Services to engage in or facilitate any unlawful, fraudulent, or deceptive activities, including but not limited to phishing, spam, distribution of malware, or any other activities prohibited by applicable law.

The Customer acknowledges and agrees that: (1) Exclusive Responsibility — the Customer bears sole responsibility and liability for all content, applications, and activities conducted through its use of the Services; (2) Indemnification — the Customer shall defend, indemnify, and hold harmless Promake, its affiliates, directors, employees, and agents from any claims, damages, fines, or legal actions arising out of or related to such unlawful use; (3) Immediate Termination — Promake reserves the right to immediately suspend or terminate the Customer's account and remove any content involved in unlawful activity without prior notice; and (4) Reporting to Authorities — Promake may report any suspected illegal activities to competent law enforcement authorities and cooperate with investigations.

Credit Rollover Policy

If your subscription plan includes usage-based credits, upon cancellation of a paid subscription, all unused and rollover credits will expire at the end of the then-current billing period and will not carry over. Rollover credits are non-refundable, non-transferable, and have no cash or exchangeable value. We reserve the right to modify or discontinue the credit rollover feature at our discretion, with or without notice, subject to applicable law.

Subscription / Payment terms

The Service is subscription-based. Promake offers both monthly and annual subscription plans. Monthly plans are billed in advance on a monthly basis, while annual plans are billed in advance on an annual basis at the start of each twelve (12) month term. Both monthly and annual subscriptions renew automatically unless cancelled.

All payments for the Services must be made using a valid credit card or via a third-party payment processor such as Stripe. By submitting payment information, you authorize us (and our designated payment processors) to charge the applicable fees to your payment method on a recurring basis. By using a third-party payment service such as Stripe, you also agree to be bound by that provider's terms and conditions. Where you use Promake Ads, additional billing terms in the Promake Ads Supplemental Terms apply to advertising spend billed through Promake.

Fulfilment and Service Policies

Service Delivery

Access is granted immediately upon successful payment. Credentials are emailed. Contact legal@promake.ai if you experience issues.

Cancellation Policy

Cancel anytime via Settings → Billing & Plans → Cancel Plan. Subscription remains active until the end of the current billing period.

Digital Service Notice

Because the Services are digital, traditional return policies do not apply. All sales are final unless otherwise stated.

DMCA Compliance

We respect intellectual-property rights and comply with the DMCA. Send notices to legal@promake.ai with: identification of the copyrighted work allegedly infringed; identification of the allegedly infringing material; your contact information; a good-faith statement of infringement; and a statement of accuracy under penalty of perjury.

If you believe that your removed content was not infringing, you may send us a counter-notice. Upon receipt of a valid counter-notice, we may reinstate the material in accordance with the DMCA.

Prohibited Uses

You agree not to, and will not permit others to:

• Reverse Engineer the Services, including attempting to derive source code, underlying models, algorithms, or architecture;
• Use Automated Tools such as bots, scrapers, or similar technologies to access or interact with the Services without prior written authorization;
• Access Unauthorized Areas of the Services, including internal systems, administrative interfaces, or non-public APIs;
• Use the Services to Harm Others, including harassment, defamation, doxing, or any activity that infringes upon the rights of others;
• Upload or Distribute Malicious Content, including viruses, worms, malware, or any other harmful code intended to disrupt, damage, or gain unauthorized access to systems, networks, or data;
• Engage in Phishing or Deceptive Practices, including attempts to obtain personal, financial, or sensitive information through fraudulent or misleading means;
• Overload or Disrupt Systems, including denial-of-service attacks, spamming, excessive API requests, or other actions that degrade the performance or reliability of the Services;
• Create Multiple Free Accounts or otherwise circumvent usage restrictions, quotas, or billing limitations;
• Violate Export Controls or Sanctions, including using the Services in, for, or on behalf of sanctioned countries, persons, or entities, or in violation of U.S. or other applicable export control laws.

AI-Specific Restrictions

In addition, you agree not to:

• Use the Services to Generate or Disseminate Harmful Content, including but not limited to content that is false or misleading, discriminatory, violent, or promotes illegal activity;
• Use AI Outputs Without Proper Review, especially where reliance on AI-generated content could result in harm, such as in medical, legal, financial, or safety-critical contexts;
• Extract or Reconstruct Model Weights or Training Data, or misuse the Services for model extraction, data scraping, or training data inference;
• Use the Services to Train Competing AI Models, including using outputs, prompts, or system interactions to develop or enhance rival products or services;
• Misrepresent AI Output as Human-Generated, particularly in contexts involving impersonation, fraud, or deceptive communications;
• Use the Services in Violation of Intellectual Property Rights, including generating, sharing, or distributing infringing content or bypassing content protection technologies.

Enforcement & Remedies

Promake may, at its sole discretion and without notice: immediately suspend or terminate accounts that violate these Terms; remove content that we reasonably believe violates these Terms or law; deny service to specific users or IP addresses; report illegal activities to law enforcement; deny refunds to terminated accounts; and take any other action we deem necessary to protect the Services, the platform, users, and business interests.

Feedback

By submitting feedback, you grant Promake a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and display such feedback for any purpose without compensation.

AI Use Disclaimer

The Services may use artificial intelligence to generate code, content, or recommendations (“AI Output”). AI Output may contain errors and is not professional advice. You are solely responsible for reviewing and validating any AI Output before use. You assume full responsibility for the use of any AI Output and agree not to rely on it for critical or high-risk functions without appropriate review and testing. The Services may produce similar or identical output for other users who submit similar prompts. Promake does not guarantee that the AI Output is unique, free of third-party rights, or suitable for any particular purpose. You are solely responsible for reviewing, testing, and using the AI Output in compliance with applicable laws and third-party rights.

Affiliate program terms

By participating in Promake's affiliate program, you agree to the following terms:

• No Self-Referrals: Affiliates may not refer themselves. Self-referrals will be automatically blocked and may result in account termination.
• No Brand Bidding: Affiliates may not bid on “Promake” or any misspellings or variations of the brand in paid search ads (e.g., Google Ads). Violations will result in forfeiture of commissions in the month where a violation occurred and possible account deactivation.
• No Spam or Misleading Promotions: Affiliates may not use spammy tactics, misleading claims, or false endorsements in promoting Promake. This includes fake discounts, deceptive landing pages, or unauthorized use of brand assets.
• Payouts Are Conditional: Rewards are only granted for valid, completed signups that meet the criteria set in the campaign. Fraudulent or incomplete referrals will not be paid out.
• Termination Rights: Promake reserves the right to revoke affiliate access and withhold commissions for any violation of these terms or behavior that appears fraudulent, abusive, or misaligned with Promake's values.

Disclaimer of warranties

YOUR USE OF THE SITE, SERVICES AND ALL PROMAKE CONTENT IS ENTIRELY AT YOUR OWN RISK. THE PLATFORM, SERVICES, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY GUARANTEES. TO THE FULLEST EXTENT PERMITTED BY LAW, PROMAKE AND OUR SUPPLIERS AND LICENSORS EXPLICITLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO GUARANTEES REGARDING THE ORIGINALITY, ACCURACY, RELIABILITY, OR USEFULNESS OF THE PLATFORM, SERVICES, OR ANY PROMAKE CONTENT, AND YOUR USE OF THESE IS ENTIRELY AT YOUR OWN RISK. ANY MATERIALS OR CODE YOU DOWNLOAD OR ACCESS THROUGH OUR PLATFORM OR SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY SYSTEM DAMAGE OR DATA LOSS THAT MAY RESULT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY US OR THROUGH OUR PLATFORM OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY PROHIBIT SUCH WARRANTY DISCLAIMERS, SO SOME OR ALL OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of liability

PROMAKE, ALONG WITH ITS AFFILIATES, AGENTS, OFFICERS, EMPLOYEES, SUPPLIERS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF SUCH POSSIBILITY), ARISING FROM YOUR USE OF OR INABILITY TO USE OUR PLATFORM, SERVICES, OR PROMAKE CONTENT, INCLUDING, WITHOUT LIMITATION, AI OUTPUT. UNDER NO CIRCUMSTANCES WILL PROMAKE BE HELD RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM UNAUTHORIZED ACCESS, SECURITY BREACHES, OR INTERFERENCE WITH OUR PLATFORM, SERVICES, OR YOUR ACCOUNT.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, PROMAKE ACCEPTS NO LIABILITY OR RESPONSIBILITY FOR: content errors, inaccuracies, or omissions in any form; personal injury or property damage resulting from your use of our platform or services; unauthorized access to our servers or your personal information; service interruptions, transmission failures, or platform unavailability; malicious software or code that may be transmitted through our platform; or any errors, losses, or damages arising from the use of our content or services. THIS LIST IS NOT EXHAUSTIVE, AND PROMAKE'S LIMITATION OF LIABILITY EXTENDS TO ALL POSSIBLE ISSUES, WHETHER LISTED HERE OR NOT, ARISING FROM THE USE OF OUR AI-POWERED PLATFORM AND SERVICES.

IN NO EVENT SHALL OUR TOTAL LIABILITY AND THAT OF OUR SUPPLIERS AND LICENSORS, ARISING FROM OR RELATING TO YOUR USE OF THE PLATFORM, SERVICES, AND PROMAKE CONTENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE TYPE OF CLAIM OR LEGAL THEORY, EXCEED THE AMOUNT YOU HAVE PAID TO US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM. THE SEPARATE, AD-SPECIFIC LIABILITY CAP IN THE PROMAKE ADS SUPPLEMENTAL TERMS GOVERNS CLAIMS RELATING TO THE ADS SERVICES. IF YOU RESIDE IN CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE §1542. SOME JURISDICTIONS DO NOT PERMIT LIABILITY LIMITATIONS FOR CERTAIN DAMAGES, SO THESE LIMITATIONS MAY NOT FULLY APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless Promake, including our officers, directors, employees, agents, licensors, affiliates, and representatives, from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable legal fees) arising from: your use of our platform and services; breach of these Terms; infringement of third-party rights; applications, websites, or services you create using our platform; or any content you submit or share through our services.

Legal notices, governing law and dispute resolution

You must comply with all applicable local and United States laws, including export and import regulations. Access is prohibited from United States embargoed countries or by denied or restricted parties under U.S. law.

These Terms shall be governed by Delaware law, excluding conflicts of law principles, and any disputes related to these Terms or your use of our platform must be brought exclusively in the courts of Delaware, subject to the following: (a) disputes primarily concerning Customer Personal Data or the interpretation of our Data Processing Agreement are instead governed by, and subject to the dispute-resolution provisions of, that Agreement; and (b) if you are located in a jurisdiction that grants you mandatory consumer-protection or data-protection rights under local law that cannot be waived by contract, those provisions apply notwithstanding this Section to the extent of any conflict. Our failure to exercise any right or provision of these Terms doesn't constitute a waiver unless we acknowledge it in writing. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full effect. You agree that any dispute with Promake shall be resolved on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding.

Publicity Rights

If you are a business entity, you grant us a non-exclusive, worldwide, transferable, royalty-free license to use your name, logo, and trademarks (“Marks”) for the limited purpose of identifying you as a customer on our website, in our customer lists, pitch materials, and in other marketing and promotional materials. You may revoke this license by providing us written notice at any time.

You represent and warrant that you have all rights necessary to grant this license and that our use of your Marks as permitted above will not infringe or misappropriate the rights of any third party.

Miscellaneous Provisions

These Terms, together with any applicable Supplemental Terms, constitute the entire agreement between you and Promake. You may not assign these Terms without our prior written consent. Sections relating to Intellectual Property, Indemnity, Disclaimers, Limitations of Liability, and Dispute Resolution shall survive termination.

Promake Ads — Supplemental Terms

0. Scope and Relationship to the Terms

These Promake Ads Supplemental Terms (“Ads Terms”) supplement and form part of the Promake Terms and Conditions (the “Terms”) between you (“Customer,” “you”) and Promake Labs Incorporated (“Promake,” “we,” “us”). The Ads Terms apply whenever you access, enable, or use the Promake Ads feature or any related functionality that creates, manages, optimizes, or pauses paid advertising campaigns on your behalf across third-party advertising platforms (each, an “Ad Platform,” and collectively “Ad Platforms,” including without limitation Google Ads, Meta Ads, TikTok Ads, and X Ads) (the “Ads Services”).

In the event of any conflict between these Ads Terms and the Terms, these Ads Terms control solely with respect to the Ads Services. Capitalized terms not defined here have the meaning given in the Terms.

1. Description of Service; Authorization to Act on Your Behalf

The Ads Services allow you to instruct Promake's AI agents (the “Ads Agents”), through natural-language prompts and account configuration, to create, launch, optimize, pause, resume, and/or terminate paid advertising campaigns on Ad Platforms in accordance with the budgets, targeting criteria, and other parameters you provide (the “Campaign Parameters”).

By enabling the Ads Services, you grant Promake and the Ads Agents authority to act as your limited agent solely to configure and manage campaigns on Ad Platforms in accordance with your Campaign Parameters. You may modify or revoke this authorization, or pause any active campaign, at any time; provided that actions already submitted to an Ad Platform prior to such revocation may not be reversible, and any resulting spend already incurred will not be refunded.

2. Ad Account Access and Relationship

Use of the Ads Services may require you to connect one or more Ad Platform accounts to Promake (via API, OAuth, or equivalent access), or, where Promake operates campaigns under its own agency-level Ad Platform accounts on your behalf, to provide the business and billing information necessary for Promake to do so. You represent and warrant that: (a) you are authorized to grant any such access or provide any such information; and (b) all information you provide for account or billing setup on an Ad Platform is accurate.

You are solely responsible for the security of any Ad Platform credentials you connect and for promptly revoking access if you believe an account has been compromised. Promake is not responsible for actions taken by the Ads Agents that are consistent with the access and Campaign Parameters you have granted, even where the results differ from your expectations.

3. Scope of Autonomous Agent Action

Within the Campaign Parameters you set (including, at minimum, a maximum daily and/or total campaign budget, targeting criteria, and campaign duration), the Ads Agents may autonomously adjust bids, budget allocation across campaigns or Ad Platforms, audience targeting, scheduling, and creative rotation without seeking your approval for each individual change, in order to optimize performance. The Ads Agents will not cause total spend to exceed the maximum budget you have set, but may reallocate spend within that budget — including between campaigns and between Ad Platforms — unless you have restricted reallocation for a specific campaign in your Campaign Parameters.

You acknowledge that this optimization activity is inherent to, and part of the value of, the Ads Services, and that Promake's exercise of this discretion, when consistent with your Campaign Parameters, shall not constitute a breach of these Ads Terms, negligence, or any other basis for liability.

4. Budget, Spend, Billing, and Promake's Role

4.1 Billing Model

Unlike the Services generally, Ad Platform spend under the Ads Services is billed to you by Promake, not by the Ad Platform directly. Promake will invoice you (or charge your payment method on file) for (a) the advertising spend Promake incurs on Ad Platforms in delivering your campaigns (“Ad Spend”), and (b) Promake's service fee/margin on such Ad Spend, as described at promake.ai/pricing or in your applicable order form. Promake, not you, remits payment to each Ad Platform for the Ad Spend it incurs on your behalf.

4.2 Pre-Funding and Right to Withhold Services

Because Promake advances payment to Ad Platforms on your behalf, Promake may require you to pre-pay or pre-fund some or all of a campaign's budgeted Ad Spend, plus Promake's service fee, before a campaign is launched, resumed, or its budget increased. Promake is not obligated to launch, continue, or scale any campaign for which sufficient funds have not been received or authorized, and may pause any campaign immediately, without liability, if a payment fails, is reversed, or is disputed (including any chargeback).

4.3 Reseller Relationship; No Fiduciary Duty

With respect to Ad Spend billed under this Section 4, Promake acts as an independent reseller purchasing advertising inventory and services from Ad Platforms for resale to you, and not as your fiduciary, escrow agent, or trustee. Title to any funds you pay to Promake for anticipated Ad Spend passes to Promake upon receipt, and Promake's obligation is limited to using commercially reasonable efforts to apply such funds toward the Campaign Parameters you have specified.

4.4 Non-Refundability and Reconciliation

Ad Spend that Promake has already remitted, committed, or become obligated to pay to an Ad Platform is non-refundable. Where you have pre-paid an amount that Promake has not yet remitted or committed to an Ad Platform at the time you pause or cancel a campaign, Promake will refund that unremitted portion, net of any Promake service fee already earned on it. Because Ad Platforms may report delivery and spend with a delay, Promake will reconcile invoiced or pre-funded amounts against actual Ad Platform delivery data at reasonable intervals; immaterial timing differences arising from such reporting delay are not, by themselves, a basis for a claim.

4.5 Discretionary Service Credits

As a general rule, and notwithstanding anything else in this Section 4, amounts spent, invoiced, or committed in the ordinary course are final and non-refundable, and Promake will not issue a credit or refund on that basis alone. Where you report Ad Spend that you believe resulted solely from a defect in the Ads Agents' software (and not from your Campaign Parameters, an Ad Platform's own conduct, or any other cause), Promake may investigate the matter. Following such an investigation, Promake may, at its sole discretion, issue a service credit; an investigation being conducted, or even confirming an error occurred, does not entitle you to a credit and does not obligate Promake to issue one. Any credit issued under this Section 4.5 is a discretionary goodwill measure, is not an admission of fault or liability, and does not constitute a course of dealing or waiver of this Section for any future request.

5. Content, Compliance, and Prohibited Advertising

You are solely responsible for ensuring that all ad creative, copy, imagery, landing pages, offers, and targeting comply with: (a) each applicable Ad Platform's advertising policies; (b) all applicable advertising and consumer-protection laws (including, without limitation, the FTC Act and equivalent unfair/deceptive-practices rules, and any sector-specific rules for regulated industries such as financial services, health, or credit); and (c) applicable restrictions on targeting based on protected characteristics, where prohibited by law or Ad Platform policy.

The AI Use Disclaimer, AI-Specific Restrictions, and Prohibited Uses sections of the Terms apply in full to any content generated by the Ads Agents. Your enablement of a campaign constitutes your approval of its content and targeting as configured at that time. Promake may, without liability, refuse to launch, pause, or terminate any campaign it reasonably believes violates this Section, an Ad Platform's policies, or applicable law.

6. No Guarantee of Results
THE ADS SERVICES ARE PROVIDED ON A BEST-EFFORTS BASIS. PROMAKE DOES NOT GUARANTEE ANY LEVEL OF IMPRESSIONS, CLICKS, CONVERSIONS, LEADS, SALES, RETURN ON AD SPEND, COST-PER-ACQUISITION, OR ANY OTHER PERFORMANCE METRIC. ANY PROJECTIONS, ESTIMATES, OR BENCHMARKS SHOWN WITHIN THE ADS SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT A COMMITMENT BY PROMAKE.

7. Third-Party Ad Platform Risk

Ad Platforms are independent third parties not controlled by Promake. Promake disclaims all liability arising from: (a) suspension, disapproval, restriction, or termination of any Ad Platform account or campaign by an Ad Platform; (b) changes to an Ad Platform's policies, APIs, pricing, or auction mechanics; (c) downtime, errors, or data inaccuracies originating from an Ad Platform; or (d) any dispute between you and an Ad Platform. Where Promake operates a campaign through its own agency-level Ad Platform account on your behalf, this Section applies equally, and Promake's role as account holder does not expand its liability beyond what is set out in Section 9.

8. Data Use for Advertising Purposes

If you upload or connect customer lists, pixel/conversion data, CRM data, or other data for targeting, retargeting, or lookalike/audience-matching, you represent and warrant that you have obtained all necessary rights, consents, and legal bases under applicable data-protection and privacy law — including any notice or consent required to share such data with an Ad Platform — to use that data for these purposes. You are solely responsible, as between you and Promake, for the lawfulness of such data sharing, and you agree to indemnify Promake as set out in Section 10. Promake's processing of such data as Customer Personal Data remains subject to the Privacy Policy and, where applicable, the Data Processing Agreement, under which the relevant Ad Platforms are engaged as additional sub-processors for the Ads Services.

9. Limitation of Liability (Ads-Specific)

IN ADDITION TO, AND NOT IN LIEU OF, THE LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES SECTIONS OF THE TERMS: TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROMAKE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE ADS SERVICES — INCLUDING ANY CLAIM RELATING TO AD SPEND, LOST ADVERTISING BUDGET, CAMPAIGN PERFORMANCE, ACCOUNT SUSPENSION, OR ANY ACTION OR OMISSION OF THE ADS AGENTS — SHALL NOT EXCEED THE PROMAKE SERVICE FEE (I.E., PROMAKE'S OWN MARGIN, EXCLUDING THE UNDERLYING AD SPEND COMPONENT PASSED THROUGH TO AD PLATFORMS, WHICH PROMAKE DOES NOT RETAIN) THAT YOU PAID FOR THE ADS SERVICES IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL PROMAKE BE LIABLE FOR AD SPEND ITSELF, WHETHER OR NOT IT PRODUCED THE RESULTS YOU INTENDED.

10. Indemnification

In addition to the indemnification obligations in the Terms, you agree to defend, indemnify, and hold harmless Promake and its affiliates, officers, directors, employees, and agents from any claim, liability, damage, fine, or expense (including reasonable legal fees) arising from or relating to: (a) the content, targeting, or offers in any campaign you configure or approve through the Ads Services; (b) your breach of any Ad Platform's terms or policies; (c) your failure to obtain necessary rights or consents for any data used in targeting or retargeting; or (d) any third-party claim (including by an Ad Platform) relating to your advertising activity conducted through the Ads Services.

11. Suspension and Termination

Promake may suspend or disable the Ads Services, or any individual campaign, immediately and without liability if Promake reasonably believes continued operation would violate an Ad Platform's policies, applicable law, or these Ads Terms, would expose Promake to material risk, or where Section 4.2 (pre-funding) applies. Suspension or termination of the Ads Services does not affect your payment obligations for Promake service fees already accrued or Ad Spend already committed.

12. Intellectual Property

As between you and Promake, and subject to the Intellectual Property section of the Terms, you own the ad creative, copy, and campaign configurations generated specifically for your account through the Ads Services (excluding Promake Materials). Promake retains all rights in the Ads Agents, underlying models, optimization logic, and any aggregated or de-identified performance data or benchmarks derived from use of the Ads Services across customers, consistent with the Terms' Usage Data and Service Data provisions.

13. Relationship to Other Documents

These Ads Terms are a supplemental product addendum to the Terms and are incorporated by reference. These Ads Terms do not modify the Privacy Policy, Cookie Policy, or Data Processing Agreement, except that the Data Processing Agreement's list of sub-processors (Annex IV) and description of processing (Annex I) are updated to reflect the Ad Platforms engaged, and the data flows created, by the Ads Services.

Contact information

Email: legal@promake.ai