Draft pending legal review. This document is published for transparency during the closed access program and is not yet in force. Open drafting points are marked in the text.

1ads Terms of Service (Master Subscription Agreement)

Version: 0.1-draft Effective date: not yet in force (draft)

DRAFT. A qualified Romanian lawyer must review this document before it is used. Do not publish it, sign it or rely on it until that review is finished.

Related documents: order-form-template.md, access-program-terms.md, service-level-and-support.md, data-processing-agreement.md, acceptable-use-policy.md, brand-safety-and-sensitive-content-policy.md, ai-transparency-notice.md, privacy-policy.md, subprocessors.md, data-retention-schedule.md, data-deletion-instructions.md, security-overview.md, legal-notice.md.

1. Introduction and Company Information

1.1 What these Terms are. These Terms of Service (the "Terms") are a master subscription agreement. They govern how business customers access and use the Platform, and they apply to every Order Form that references them.

1.2 Who we are. The Platform is provided by ALTTAB PROFIT SRL, a limited liability company organised under Romanian law. Its registered office is at Str. Doamna Oltea nr. 70, Sector 2, Bucharest, postal code 020231, Romania. It is registered with the Romanian Trade Register under no. J2004020548403, with EUID {{EUID}}, sole registration code (CUI) RO17030480 and share capital of {{SHARE_CAPITAL}} (the "Company").

Contacts:

legal and contractual notices: support@1ads.net
support: support@1ads.net (answered within 1 Business Day)
telephone: {{COMPANY_PHONE}}
data protection: privacy@1ads.net
security: ops@1ads.net
data protection officer: {{DPO_CONTACT}}

This information is given in accordance with Romanian Law no. 365/2002 on electronic commerce.

1.3 Businesses only. The Platform is offered only to businesses, such as brands, advertisers and advertising or marketing agencies, acting for purposes related to their trade, business or profession. It is not offered to consumers. By signing an Order Form, the Customer confirms that:

it is a professional within the meaning of Article 3 of the Romanian Civil Code, or the equivalent concept under the law of its place of establishment;
it does not act as a consumer; and
each person signing for it has authority to bind it.

1.4 Closed access. At launch, the Platform is available only through the closed Access Program described in access-program-terms.md. Submitting an access request on https://1ads.net creates no contract and places no obligation on the Company.

2. Definitions and Interpretation

2.1 Definitions. Capitalised terms have the meanings below. Terms defined in Regulation (EU) 2016/679 (the "GDPR"), such as "personal data", "processing", "controller" and "processor", have the meanings given in the GDPR.

"Access Program": the closed access and early access program governed by access-program-terms.md.
"Action": any change the Platform executes in a Connected Account for the Customer. This includes:
- creating, editing, pausing, activating or deleting campaigns, ad sets, ad groups, ads, keywords, audiences or creatives;
- changing budgets, bids, bid strategies or schedules; and
- publishing, scheduling, editing or deleting organic posts, replies or messages.
"Affiliate": any entity that directly or indirectly controls, is controlled by or is under common control with a party. "Control" means owning more than 50% of the voting rights or having the power to direct management.
"Agency Customer": a Customer that uses the Platform to provide advertising, marketing or related services to End Clients.
"Agreement": together, these Terms, each Order Form, the DPA, the AUP, the Brand Safety and Sensitive Content Policy (brand-safety-and-sensitive-content-policy.md), the Access Program Terms (while they apply), the Service Level and Support document (service-level-and-support.md) and any other document expressly incorporated by reference.
"AI Credits": the units, described in the Order Form or the Documentation, that measure and limit use of the AI Features.
"AI Features": the features of the Platform that use machine learning or generative artificial intelligence models. They include the AI chat assistant, "Performance Guardian", "Trend Radar", "Web Intelligence", creative and image generation, and AI-assisted analysis, reporting and recommendations.
"AI Providers": third parties whose AI models the AI Features use. They are listed in subprocessors.md.
"Approval": an affirmative instruction to execute one or more specific Actions. It is given through the Platform's approval mechanisms by an Authorized User who holds the necessary permission. "Approve" and "Approved" have matching meanings. An Action executed under an Auto-Approval Policy counts as Approved by the Customer.
"AUP": the Acceptable Use Policy in acceptable-use-policy.md.
"Authorized Users": the individuals the Customer authorizes to access the Platform under its account, such as employees, contractors and, for Agency Customers, End Client Users.
"Auto-Approval Policy": a rule configured by the Customer that pre-approves Actions of a defined type and size, within the Hard Caps.
"Beta Features": any feature, integration or functionality labelled "beta", "preview", "early access", "experimental" or similar, or otherwise made available before general availability.
"Business Day": any day other than a Saturday, a Sunday or a public holiday in Romania.
"Client Approval Portal": the Platform feature that lets End Client Users review and approve Outputs, content or proposed Actions.
"Confidential Information": as defined in Section 17.
"Connected Account": an account on a Third-Party Platform that is connected to the Platform by or for the Customer, through OAuth or another form of authorization.
"Credit Cap": the hard monthly limit, set by the Customer, on the number of AI Credit packs that may be opened in a calendar month (Section 14.7 and Part C.4 of the Order Form).
"Customer": the legal entity named as the customer in an Order Form.
"Customer Content": content that the Customer or its Authorized Users provide to the Platform. This includes brand assets, creatives, ad copy, posts, product data, KPI targets, cost and margin data, prompts, instructions and other Inputs.
"Customer Data": all data and content, in any form, that is submitted, uploaded, connected, imported or generated by or for the Customer through the Platform. It includes Customer Content, data retrieved from Connected Accounts, and Outputs. It excludes Usage Data and Account Data (as defined in the DPA).
"DPA": the Data Processing Agreement in data-processing-agreement.md.
"Documentation": the user guides, help pages, API and MCP documentation and plan descriptions that the Company makes available for the Platform, as updated from time to time.
"End Client": a third party, such as a brand or advertiser, for whom an Agency Customer uses the Platform.
"End Client User": an individual acting for an End Client to whom an Agency Customer gives access to the Platform, including the Client Approval Portal.
"Export Window": as defined in Section 25.2.
"Fees": the amounts payable for the Platform and any related services, as set out in an Order Form.
"Hard Caps": technical limits the Company sets in the Platform, such as the maximum budget change per Action or per period, or blocked types of Action. No Auto-Approval Policy can exceed them.
"Input": any prompt, instruction, file, data or other content provided to an AI Feature.
"MCP Server": the Platform's server that implements the Model Context Protocol and lets authorized AI clients access Platform functions.
"Order Form": an ordering document that references these Terms, sets out the commercial terms and is signed by the Company and the Customer. It is substantially in the form of order-form-template.md.
"Outputs": results the AI Features generate for the Customer. These include text, images, analyses, reports, forecasts, scores, recommendations, proposed Actions, trend reports and ad or post concepts.
"Pilot": as defined in access-program-terms.md. A paid Pilot is governed by Section 4.5 and Part E.2 of the Order Form.
"Platform": the Company's software-as-a-service platform offered under the 1ads brand, together with its updates. It includes:
- the web application at https://app.1ads.net;
- the public REST API and the MCP Server;
- the AI Features and the Client Approval Portal;
- the White-Label Features; and
- the Documentation.
The Platform does not include Third-Party Platforms.
"Subscription Term": the subscription period stated in an Order Form, including any renewals.
"Third-Party Platforms": the advertising platforms, analytics providers, e-commerce and CRM systems, social networks and other third-party services that the Customer connects to or uses with the Platform. Examples are Google Ads, Meta, TikTok, LinkedIn, Microsoft Advertising, Amazon Ads, Google Analytics 4, Adobe Analytics, Google Search Console, Shopify, WooCommerce, HubSpot, Salesforce, Pipedrive, Facebook, Instagram, Threads, YouTube, X and Pinterest. The Customer chooses its Third-Party Platforms. The Company does not provide them, and they are not the Company's sub-processors.
"Usage Data": technical and statistical data about how the Platform operates and is used, excluding the content of Customer Data. Examples are logs, metering of AI Credits and other consumption, feature usage, and performance and error data.
"White-Label Features": as defined in Section 10.4.
"Workspace": a logically separated environment in the Platform within the Customer's tenant, for example one per brand or End Client.

2.2 Interpretation.

Headings are for convenience only.
"Including" means "including without limitation".
A document referred to by file name (for example, data-processing-agreement.md) means the version of that document stated in the Order Form, as later amended in accordance with Section 26.
A reference to a law includes its amendments and any replacement.
"Written" and "in writing" include email and electronic documents, except where these Terms require a signature.

3. Contract Structure, Formation and Order of Precedence

3.1 Formation. A contract is concluded only when both the Company and the Customer have signed an Order Form. The Company may decline any access request or proposed Order Form without giving reasons. Information on https://1ads.net, price lists, quotes and proposals are invitations to negotiate, not binding offers.

3.2 Contracting information. The Agreement is concluded between professionals by individually exchanged and signed Order Forms. To the extent Romanian Law no. 365/2002 permits, the parties therefore agree that the information requirements for contracts concluded by electronic means apply only as set out in these Terms. The Agreement is concluded in English, with a Romanian translation (see Section 28.1). Each party keeps a copy of each signed Order Form, and the Company keeps an archive of every version of these Terms.

3.3 Order of precedence. If documents conflict, they apply in this order:

(a) Special Terms in an Order Form that expressly name the Section they modify;
(b) the DPA, for the processing of personal data;
(c) these Terms;
(d) access-program-terms.md, except that it prevails over these Terms for Beta Features and for the Access Program itself;
(e) service-level-and-support.md;
(f) the AUP and brand-safety-and-sensitive-content-policy.md. Where these two set different rules for the same situation, the stricter rule applies;
(g) the Documentation.

3.4 Other terms excluded. The Customer's purchase orders, vendor-portal terms, general terms of purchase and similar documents have no effect, even if the Company references, accepts or signs them. They serve only administrative purposes.

3.5 Affiliates. A Customer's Affiliate may sign its own Order Form under these Terms and is then the Customer for that Order Form. If an Order Form allows it, the Customer may let users of its Affiliates act as its Authorized Users. In that case the Customer remains responsible for them.

4. Access Program and Account Provisioning

4.1 Manual approval. During the Access Program, the Company selects and approves Customers manually, as described in access-program-terms.md.

4.2 Provisioning. After the Order Form is signed, the Company manually provisions the Customer's tenant, its initial Workspaces and the initial administrator accounts.

4.3 Verification. The Company may verify the identity, existence and authority of the Customer, its signatories and its Authorized Users. For example, it may request a certificate from the trade register or proof of authority over Connected Accounts.

4.4 User management. The Customer's administrators manage Authorized Users within the limits of its plan and Order Form.

4.5 Pilots.

(a) A paid Pilot is a fixed-term, paid use of the Platform in production, on the plan stated in the Order Form. The Agreement applies to it in full, including the DPA and Section 25 (data export, deletion and switching). Part E.2 of the Order Form sets out its length, fixed fee, maximum total, measurement protocol, break-even exit and conversion into the Subscription Term.
(b) The break-even exit under Part E.2 of the Order Form is a right of the Customer in addition to those in Section 24.5. It is not an early termination: no early termination fee (Section 25.6(g) and Part E.1 of the Order Form), no penalty under Section 24.6 and no minimum term of an add-on applies to it.
(c) A free-of-charge Pilot is a non-production version of the Platform offered for testing and evaluation for a limited period. It is governed by access-program-terms.md (Sections 9.2 and 12.2) and is excluded from Section 25.6 (Section 25.6(i)). Sections 25.1 to 25.5 still apply to the Customer Data processed during it.
(d) Only one Pilot is offered per customer group (the Customer and its Affiliates).

5. Use of the Platform; Authorized Users

5.1 Right of use. For the Subscription Term, the Company grants the Customer a non-exclusive and non-transferable right to access and use the Platform. This right:

depends on compliance with the Agreement and payment of the Fees;
may not be sublicensed, except as permitted in Section 10;
applies within the limits of the plan and the Order Form; and
may be used for the Customer's internal business purposes and, for Agency Customers, to provide services to End Clients.

5.2 Authorized Users.

Each Authorized User must have individual credentials. Credentials must not be shared.
The Customer is responsible for the acts and omissions of its Authorized Users as if they were its own.
Multi-factor authentication (TOTP or passkey) is mandatory, on every plan, for Authorized Users who do not sign in through single sign-on (SSO).
SSO is available where the Order Form includes it, either as part of the plan (as standard on the Pro, Agency 15, Agency and Enterprise plans) or as an add-on. The Company configures the federation manually. Where the plan includes SSO, the Customer is responsible for configuring its own identity provider for federation with the Platform's identity provider. The Company recommends that the Customer require multi-factor authentication in its identity provider. The Customer's identity provider is the Customer's own provider, not a sub-processor of the Company.
Automatic directory synchronisation (SCIM) is not included. Disabling a user in the Customer's identity provider prevents new sign-ins, but sessions already open end only when they expire. To end a person's access at once, the Customer also removes that user in the Platform.
The Customer must promptly remove access for any person who should no longer have it.

5.3 Roles and permissions. The Customer is responsible for assigning roles and permissions, including who may:

give Approvals;
configure automations and Auto-Approval Policies;
connect accounts; and
manage billing.

The Company recommends least-privilege roles and a two-step Approval for Actions with significant impact.

5.4 Unauthorized use. The Customer must notify the Company at ops@1ads.net without undue delay of any suspected unauthorized access to its account or credentials.

5.5 Evolution of the Platform. The Company may update the Platform, including its features, user interface and the AI models it uses. During a paid Subscription Term, the Company will not materially reduce the core functionality of the subscribed plan. This commitment does not cover:

(a) Beta Features;
(b) changes required by law, by security needs or by Third-Party Platforms or AI Providers (see Section 9); or
(c) replacing functionality with substantially equivalent functionality.

6. Customer Responsibilities

6.1 Authority over Connected Accounts. For each Connected Account, the Customer represents and warrants that:

(a) it owns the account, or the owner (including any End Client) has authorized it in writing to connect the account and to let the Platform read data from it and execute Approved Actions in it;
(b) it holds the roles and permissions required on the Third-Party Platform; and
(c) it will keep that authorization in place for as long as the account stays connected, and will disconnect the account promptly when the authorization ends.

On reasonable request, the Customer will give the Company evidence of this authorization.

6.2 Third-Party Platform terms and advertising law. The Customer alone is responsible for making sure its campaigns, ads, posts, targeting, landing pages, products, services and use of data comply with:

(a) the terms of service, advertising policies, community standards and commercial terms of each Third-Party Platform that apply to it; and
(b) applicable law. This includes the law on advertising, consumer protection and unfair commercial practices, misleading and comparative advertising (Directive 2006/114/EC and Romanian Law no. 158/2008), intellectual property, data protection and ePrivacy (including Romanian Law no. 506/2004), sector-specific rules (for example, health, financial services, gambling and alcohol), and the rules on labelling AI-generated content.

6.3 No political advertising. In the European Union, the Platform does not support:

political advertising within the meaning of Regulation (EU) 2024/900 on the transparency and targeting of political advertising; or
ads that a Third-Party Platform classifies as political, electoral or social-issue advertising.

The Customer must not use the Platform to create, manage, target or deliver such advertising. Outside the EU, political and electoral advertising is not supported during the Access Program either (see acceptable-use-policy.md). The Company may block content or Actions it reasonably believes fall within this Section.

6.4 Accuracy of inputs. The Customer is responsible for the accuracy, completeness and timeliness of the information it provides or configures. This includes KPI targets, budgets and constraints, cost data (such as cost of goods sold, shipping, payment fees, refunds, returns and cash-on-delivery refusals), margins, currencies, taxes, attribution settings and conversion definitions.

The Platform's ROI, profit and incrementality calculations and its recommendations depend on these inputs and on data from Third-Party Platforms. Their results may differ from the figures reported by Third-Party Platforms or recorded in the Customer's accounts. The Platform's metrics are not accounting or tax records.

6.5 Approvals. The Customer is responsible for every Approval given, and every Auto-Approval Policy configured, by its Authorized Users, including End Client Users for Agency Customers. Before giving an Approval, Authorized Users must review the proposed Action, including its scope, size and target account. Approvals bind the Customer.

6.6 Personal data in Customer Data. For any personal data it provides, connects or causes the Platform to process, the Customer will ensure that:

it has a valid legal basis;
it has given the required information to the individuals concerned;
it has obtained any consent required, including for cookies and tracking, and for sending hashed identifiers through server-side conversion uploads (such as the Google Data Manager API, Meta Conversions API and LinkedIn Conversions API); and
it complies with the customer-data and consent policies of the relevant Third-Party Platforms.

The Customer must not submit special categories of personal data, or data about children, except as expressly permitted by the DPA.

6.7 Social messages and comments. Comments and direct messages retrieved from social networks contain personal data of third parties. The Customer will use them only to manage its own, or its End Clients', social media presence, for example to reply, moderate and analyse. Unless configured otherwise within the limits stated in the Documentation, such data is retained by default for 30 days.

6.8 Customer environment and records. The Customer is responsible for its own equipment, browsers, network connections and identity provider. The Platform is not a system of record or an archive for the Customer's advertising accounts. The Customer should keep its own copies of data it needs to retain.

6.9 Spend control. The Customer alone remains responsible for budgets and spend in its Third-Party Platforms. It is encouraged to set account-level spending limits directly in each Third-Party Platform. The Company does not pay, hold, advance or intermediate any media spend and is not a payment service provider.

6.10 Contacts. The Customer will name and keep up to date an administrator contact, a billing contact and a contact for notices.

7. AI Features and Outputs

7.1 How AI Features work. AI Features rely on probabilistic models supplied by AI Providers and on data from Third-Party Platforms and public sources. As a result, Outputs:

may be inaccurate, incomplete, outdated, biased or inconsistent;
may not be unique; and
may be similar to Outputs generated for other customers.

The Company may change, replace or add AI models and AI Providers. Changes of AI Providers that are sub-processors follow the DPA's procedure for changing sub-processors.

7.2 Review before use. Before relying on an Output, using it in a decision, Approving an Action based on it or publishing it, the Customer must review and verify it and correct it where needed. This includes checking facts, claims, prices, legal disclaimers, trademarks, third-party rights and compliance with Section 6.2. The Customer is responsible for every Output it uses, publishes or Approves.

7.3 No guarantees and no professional advice. Recommendations, forecasts, scores, estimates of ROI, profit or incrementality, and trend detections only support decisions.

The Company does not guarantee any result, including:

any level of ROI, ROAS, revenue, profit, sales, conversions, reach, engagement, ad performance or cost reduction;
that any Third-Party Platform will approve an ad or post; or
that any Connected Account will avoid restriction or suspension.

Outputs are not legal, tax, accounting, financial or investment advice.

7.4 Human-approval model. AI Features never execute Actions on their own initiative. An Action is executed only:

(a) after an Authorized User Approves it; or
(b) under an Auto-Approval Policy, within the Hard Caps.

Auto-Approval Policies are disabled during the Access Program (access-program-terms.md, Section 8.5), without exceptions. Each proposal, Approval, rejection and executed Action is recorded in an audit log that the Customer's administrators can access. Section 8 applies to all Actions.

7.5 Trend Radar.

Trend Radar detects trends in public sources, such as search-trend data, public video platforms, online encyclopaedias, news sources and open social networks. It then proposes ad or post concepts.
Every concept passes through a brand-safety gate. Concepts linked to sensitive trends are either blocked or require Approval by an Authorized User with a senior role. Examples are tragedies, disasters, conflicts, health emergencies, crime, political and religious topics. The minimum safeguards (the "platform floor") and the options to make them stricter are set out in brand-safety-and-sensitive-content-policy.md.
Trend Radar content is never published automatically.
The brand-safety gate is an aid. It does not guarantee that content is appropriate, lawful or accurate. The Customer remains responsible under Section 7.2.

7.6 Web Intelligence. Web Intelligence retrieves and analyses only publicly accessible web pages. It respects robots.txt instructions and machine-readable reservations of text and data mining rights (Article 4(3) of Directive (EU) 2019/790). It does not log in to websites or bypass paywalls or technical protection measures. The Customer:

must not direct Web Intelligence to content it has no right to access or use; and
is responsible for using information about competitors and third parties lawfully, including under the rules on comparative advertising, trademarks, unfair competition and intellectual property.

7.7 AI transparency and content marking.

(a) The Platform tells Authorized Users when they are interacting with an AI system.
(b) Where technically feasible, synthetic images and text generated by the Platform carry machine-readable marking (for images, C2PA content credentials; for text, a machine-readable indicator in exports, the REST API and the MCP Server, as described in ai-transparency-notice.md). When content is published through a supported Third-Party Platform, the Platform applies that platform's available AI-content label.
(c) The Customer must not remove, alter or obscure these marks or labels. It also must not present Outputs as human-made where disclosure is required.
(d) As a deployer, the Customer is responsible for its own obligations under Article 50 of Regulation (EU) 2024/1689 (the "AI Act"). These include disclosing deep fakes, and disclosing AI-generated or manipulated text published to inform the public on matters of public interest. That text disclosure is not required where the text has gone through human review or editorial control and a person holds editorial responsibility for publishing it. The Customer is also responsible for complying with the AI-content disclosure rules of Third-Party Platforms.
(e) Agency Customers must not disable these disclosures or misrepresent them to End Clients or End Client Users.
(f) ai-transparency-notice.md explains the AI Features, the marking and labelling the Platform applies, and the Customer's labelling obligations in more detail.

7.8 AI Provider usage policies. The Customer will comply with the AUP and, for its Inputs and use of the AI Features, with the usage policies of the AI Providers as reflected in the AUP.

7.9 No training on Customer Data.

The Company does not use Customer Data to train or fine-tune generalized AI models.
The Company uses AI Providers under commercial terms that, as of the effective date of these Terms, do not allow them to use Customer Data to train their models.
Where available, the Company has requested zero data retention from its large language model provider. The actual retention practices of AI Providers are described in the DPA and subprocessors.md.
OAuth tokens and credentials for Connected Accounts are never sent to AI models.

7.10 Processing locations. AI Features may involve processing personal data outside the European Economic Area (EEA), including in the United States, as described in the DPA. An EU-only AI processing option is not currently available. It will apply only if an Order Form expressly includes it.

8. Automations, Actions and Approvals

8.1 Automations. The Customer may configure automations that run hourly, every 12 hours or daily. Examples are:

"Performance Guardian", which compares campaign performance with the Customer's KPI targets and proposes changes to budgets, statuses, bids or creatives;
Trend Radar;
reports; and
scheduled publications.

Automations produce proposals and notifications. Proposals are executed only as set out in Section 7.4.

8.2 Approval workflows. The Customer may configure multi-step approval workflows, for example agency first and then End Client. The Platform executes an Action only after every required step is complete. The Customer is responsible for how it designs its workflows, including any choice to let a single user Approve.

8.3 Execution. When an Action is Approved, the Platform sends it to the relevant Third-Party Platform through that platform's API. Execution depends on the Third-Party Platform, which may reject, delay, partly apply or change the Action, for example through ad review, learning phases or rate limits. The Platform shows the execution status the Third-Party Platform reports. The Customer should verify critical changes directly in the Third-Party Platform.

8.4 Outdated proposals. A proposed Action reflects the data available when it was generated. The Platform may expire a proposal, block it or ask for a new Approval if the underlying data has changed. The Customer remains responsible for checking the current state of the account before giving an Approval.

8.5 Scheduled publications. Approving a scheduled publication is an Approval to publish it at the scheduled time, unless it is cancelled before then. Publications can fail. The Platform will notify the Customer of failures it detects.

8.6 Pause and safety controls.

The Customer may pause automations, revoke Auto-Approval Policies and disconnect Connected Accounts at any time.
The Company may pause automations or Actions, or hold an Action until it is confirmed, if it reasonably believes there is a malfunction, an anomaly, a security risk or a requirement of a Third-Party Platform. The Company will inform the Customer without undue delay.

8.7 Responsibility for Approved Actions. As between the parties, the Customer is responsible for the consequences of Actions executed as Approved, including under an Auto-Approval Policy. This covers spend, delivery, performance and policy outcomes.

The Company is responsible only if the Platform executes an Action that is materially different from the Approved Action because of a Platform defect attributable to the Company. In that case, the Company will help to reverse the change where possible. Its liability is subject to Section 21.

8.8 Audit logs. The Platform records proposals, Approvals, rejections and Actions, together with the user identity and a timestamp. Audit logs are pseudonymised as described in the DPA. Between the parties, the audit logs are the primary evidence of Approvals, without excluding other evidence.

9. Third-Party Platforms

9.1 The Customer's own relationship. The Customer's use of each Third-Party Platform is governed by its own agreement with that provider. Third-Party Platforms are independent of the Company. By connecting a Third-Party Platform, the Customer instructs the Company to exchange data with it. The Company is not responsible for the acts, omissions, security, data accuracy, availability, policies or fees of Third-Party Platforms.

9.2 Dependence on third-party APIs. Integrations depend on APIs, terms and app approvals that Third-Party Platforms may change, restrict, rate-limit, deprecate or withdraw at any time, with or without notice to the Company. The Company will use reasonable efforts to maintain the integrations listed for the Customer's plan. However, it does not warrant that any integration, data field, metric or function will remain available. Data from Third-Party Platforms may be delayed, sampled, modelled, restated or inconsistent.

9.3 Account restrictions and rejections. A Third-Party Platform may reject ads or posts, or restrict, suspend or terminate Connected Accounts, ad accounts, pages, profiles, pixels, business managers or developer applications. The Company is not responsible for any such measure or for any resulting loss. The only exception is loss directly caused by the Company's breach of the Agreement, which is subject to Section 21.

9.4 Discontinued integrations. If changes by a Third-Party Platform make an integration impossible or commercially unreasonable to maintain, the Company may modify, suspend or discontinue it. It will give as much notice as is reasonably practicable.

If an integration expressly designated as a "Core Integration" in an Order Form is permanently discontinued, and no reasonable alternative is offered within 30 days, the Customer may terminate the affected Order Form by written notice. The Company will then refund, pro rata, the prepaid Fees for the rest of the Subscription Term. This is the Customer's sole remedy for the discontinuation.

9.5 Platform-specific terms.

(a) YouTube. Where the Platform uses YouTube API Services, the Customer and its Authorized Users agree, by using those features, to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms). Google's processing is governed by the Google Privacy Policy (http://www.google.com/policies/privacy). Users can revoke the Platform's access to their Google and YouTube data at any time through Google's security settings (https://security.google.com/settings/security/permissions), as well as by disconnecting the account in the Platform. See privacy-policy.md.
(b) Google. The Company's use and transfer of information received from Google APIs follows the Google API Services User Data Policy, including the Limited Use requirements, as explained in privacy-policy.md.
(c) Meta. The Company acts as a tech provider under the Meta Platform Terms. It processes Meta Platform Data only for, and at the direction of, the relevant Customer. It keeps each Customer's Platform Data separate, with no pooling across customers, and it does not sell, license or purchase Platform Data. The Customer must not process Meta Platform Data obtained through the Platform in breach of the Meta Platform Terms or Developer Policies. Meta may require the Customer to accept Meta's terms directly. The Company may suspend or end the Customer's access to Meta-related features if Meta requests it, or if the Customer's use breaches Meta's terms.
(d) Other Third-Party Platforms. These include LinkedIn, TikTok, Microsoft Advertising, Amazon Ads, Shopify, X and Pinterest. The Platform applies the storage, retention and use limits they impose, which may reduce the history or features available. For example, LinkedIn member data is kept for no longer than LinkedIn's terms allow. The Customer must respect these limits for any data it exports from the Platform.
(e) Partner and agency policies. The Customer is responsible for complying with any Third-Party Platform policy that applies to it as an agency or partner. An example is Google Ads' third-party policy for agencies that manage accounts for clients.

9.6 Disconnection. The Customer may disconnect any Connected Account at any time, in the Platform or in the Third-Party Platform. When an account is disconnected, the Company stops accessing it and deletes the related tokens immediately, revoking them at the provider where possible. Data synchronised from that account is deleted within 30 days, or sooner where the Third-Party Platform's terms require it (for example, within 7 days for YouTube data). The details are in data-retention-schedule.md and data-deletion-instructions.md.

9.7 Connectors run by sub-processors. Some integrations run through service providers that act as the Company's sub-processors under the DPA. Examples are the social publishing bridge (Zernio) and the optional long-tail advertising data connectors (Windsor.ai, Unified.to). The underlying networks and platforms remain Third-Party Platforms.

9.8 Deletion requests from platforms. The Company will comply with valid deletion requests and callbacks from Third-Party Platforms, such as Meta's data deletion callback, and may delete the affected data accordingly (see data-deletion-instructions.md).

10. Agencies, End Clients and White-Label

10.1 Agency responsibility. An Agency Customer alone is responsible for:

(a) its contracts with End Clients, including fees, scope, approvals and liability;
(b) obtaining and keeping End Client authorizations and instructions (Section 6.1);
(c) the acts and omissions of End Client Users, who are its Authorized Users;
(d) first-line support to End Clients; and
(e) its data protection obligations towards End Clients.

The Agency Customer warrants that it is authorized to engage the Company as its processor or sub-processor under the DPA, and that its contracts with End Clients allow this. End Clients have no contractual relationship with, and no claim against, the Company under the Agreement.

10.2 Sublicensing limits. An Agency Customer may give End Client Users access only to the Workspaces, Client Approval Portal views and reports that concern the relevant End Client, within its plan limits. Without a separate written reseller agreement with the Company, it may not:

resell, sublicense or rent the Platform;
offer the Platform as a stand-alone product, or to anyone other than End Clients; or
give End Clients administrative rights over its tenant.

10.3 Flow-down. An Agency Customer will bind its End Clients and End Client Users to terms that protect the Company at least as much as the AUP and Sections 6.2, 6.3, 7.2, 7.3, 7.7, 12 and 16. It is liable to the Company for any breach of those terms by them.

10.4 White-label. Where the Order Form includes them, an Agency Customer may present the Platform to End Clients under its own name, logo, domain and email sender (the "White-Label Features"). In that case the Agency Customer:

(a) grants the Company a non-exclusive, royalty-free licence to use its trademarks and logos only to provide the White-Label Features, and warrants that it holds the necessary rights;
(b) is responsible for its domain, DNS, TLS certificates, SPF, DKIM and DMARC configuration, and for emails sent from its domain;
(c) must not remove or alter the AI disclosures, content marks and labels (Section 7.7), the security features or any legally required notices;
(d) must give End Clients and End Client Users the privacy information about processing through the Platform, including, where Article 28 GDPR requires it, the Company's role as sub-processor and the list of sub-processors. It may present this information under its own brand;
(e) must not make statements about the Platform's features, security, certifications or compliance that go beyond the Documentation and the Agreement; and
(f) is responsible for support and communications to End Clients.

10.5 Contact with End Clients. The Company will contact End Clients directly only:

(i) where required by law or by a Third-Party Platform;
(ii) to deal with security incidents or breaches of the AUP; or
(iii) as agreed with the Agency Customer.

The Company will not use Customer Data to solicit End Clients.

10.6 When an End Client relationship ends. If an End Client's relationship with an Agency Customer ends, the Agency Customer is responsible for disconnecting the End Client's accounts and for returning or deleting its data. If the Agency Customer instructs the Company in writing, and the End Client has signed its own Order Form, the Company may transfer the End Client's Workspace to the End Client's tenant.

11. API and MCP Server

11.1 Access. The Customer may access the Platform through the REST API and the MCP Server, as described in the Documentation. Access uses API keys, OAuth 2.1 tokens or other credentials issued by the Company ("API Credentials").

11.2 API Credentials. API Credentials are Confidential Information of the Company. The Customer is responsible for all use of its API Credentials. It must:

store them securely;
rotate them regularly;
revoke them promptly if they are compromised; and
never embed them in public code or client-side applications.

11.3 Rate limits and quotas. The Company sets the rate limits, quotas and payload limits for the API and the MCP Server and may change them. Requests that use AI Features consume AI Credits as described in the Documentation. The Company may throttle, queue or suspend access to the API or the MCP Server to deal with excessive or abusive use, or to protect the Platform.

11.4 AI agents and MCP clients.

The Customer is responsible for any third-party AI client, agent or application it connects to the Platform, including through the MCP Server, and for its permissions and conduct. Such clients act for the Customer.
Actions requested through the API or the MCP Server are subject to the same Approval requirements as Actions requested in the web application.
The Customer must not use the API, the MCP Server, scripts or AI agents to generate Approvals automatically, or to get around Approvals, Hard Caps or approval workflows.
An Approval given with an Authorized User's credentials counts as given by that Authorized User.

11.5 Changes and deprecation. The Company may change the API and the MCP Server. For generally available versions, it will try to give at least 90 days' notice before deprecating or making a breaking change, unless security, law or a Third-Party Platform requires a faster change. Beta endpoints may change or be withdrawn without notice.

11.6 API restrictions. The Customer must not use the API or the MCP Server to:

build a product or service that competes with the Platform;
scrape the Platform; or
export Third-Party Platform data in bulk in breach of those platforms' terms.

12. Acceptable Use, Restrictions and Illegal Content

12.1 Acceptable use. The Customer will comply, and will ensure its Authorized Users comply, with the AUP.

12.2 Restrictions. The Customer must not, and must not allow anyone else to:

(a) copy, modify or create derivative works of the Platform;
(b) reverse engineer, decompile or disassemble the Platform, except to the extent that mandatory law, including Romanian Law no. 8/1996 on copyright and related rights, expressly permits it;
(c) sell, resell, rent, lease or sublicense the Platform, or make it available to third parties, except as permitted in Section 10;
(d) use the Platform, or any Output about the Platform itself, to build or train a competing product, service or AI model;
(e) get around usage limits, AI Credit metering, Hard Caps, approval workflows or security controls;
(f) carry out penetration tests, vulnerability scans or load tests, except good-faith security research that follows the vulnerability disclosure rules in Section 13 of security-overview.md, or testing with the Company's prior written consent. Load and denial-of-service testing always requires prior written consent. Responsible disclosure to ops@1ads.net is welcome;
(g) introduce malware or harmful code;
(h) use the Platform for unlawful, misleading or discriminatory advertising or content, or in breach of Third-Party Platform terms;
(i) use the Platform for political advertising (Section 6.3);
(j) use the Platform to harass people, or to profile or target individuals in breach of law or Third-Party Platform policies, including on the basis of special categories of data or by targeting children; or
(k) use the Platform in breach of sanctions (Section 29.9).

12.3 Illegal content and Digital Services Act information. This Section applies to the extent the Platform is an intermediary (hosting) service under Regulation (EU) 2022/2065 (the "DSA").

(a) Single point of contact. The single point of contact for authorities and for users of the service is support@1ads.net. Communications may be in English or Romanian.
(b) Notices. Anyone may report content stored in the Platform that they consider illegal by email to support@1ads.net. The notice should include:
- an explanation of why the content is illegal;
- its exact location, such as a URL or identifier;
- the notifier's name and email address, except where the DSA does not require them; and
- a statement that the notice is made in good faith and that the information is accurate and complete.
(c) Moderation. The Company does not generally monitor Customer Data. It reviews notices and suspected breaches of the AUP with human review. It uses automated tools only to detect security threats, abuse and spam. Brand-safety gates and Trend Radar filters are features the Customer uses. They are not the Company moderating Customer content.
(d) Statement of reasons and complaints. If the Company restricts content or access on these grounds, it will give the Customer a statement of reasons unless the law prohibits it. The Customer may complain to support@1ads.net. Complaints are handled by human review, in a timely and non-discriminatory way.
(e) Court action. Nothing in this Section limits any party's right to go to court.

13. Fees, Invoicing, Payment and Taxes

13.1 Fees. The Customer will pay the Fees set out in each Order Form. List prices are indicative only, whether published on https://1ads.net or included in proposals, and the Order Form prevails. This applies, for example, to the Starter, Growth, Pro, Agency Starter, Agency 15, Agency and Enterprise plans and to add-ons such as automation slots, AI Credit packs and additional trend markets. Subscription Fees are owed for the subscribed capacity, whether or not it is used. Usage-based items, such as additional AI Credits, are owed only as provided in the Order Form and never above the Credit Cap (Section 14.7).

The Company keeps two price lists: a list in USD, and a separate list in RON for Customers established in Romania that are contracted and invoiced in RON through RO e-Factura. The Order Form states which list applies (Part C.1). The RON list is not a conversion of the USD list: its prices, included AI Credits and included automation slots may differ. Changing the price list during a Subscription Term requires an amendment signed by both parties (Section 26.5).

13.2 Invoicing. Unless the Order Form says otherwise, the Company invoices:

subscription Fees in advance for each billing period (monthly, quarterly or annually);
add-ons for the same billing period as the plan, in advance and on the same invoice;
one-time Fees on signature of the Order Form or on delivery;
usage-based Fees monthly in arrears, and AI Credit packs on the next regular invoice in arrears, as set out in Part C.4 of the Order Form; and
the fee of a paid Pilot as set out in Part E.2 of the Order Form.

Invoices are issued in the currency stated in the Order Form (RON, EUR or USD). Fees on the RON list are stated, invoiced and paid in RON.

Where the Customer is established in Romania, or where Romanian law otherwise requires it, invoices are issued and sent through the national electronic invoicing system RO e-Factura. The invoice sent through RO e-Factura is the original invoice for tax purposes, and any PDF copy sent by email is for information only. This includes Customers that are not established in Romania but are registered for VAT purposes in Romania, where the law so requires. Other Customers receive their invoices electronically at the billing email address in the Order Form. The Customer agrees to receive invoices electronically.

13.3 Payment.

The Customer will pay by bank transfer to the Company's bank account stated in the Order Form or on the invoice.
Payment is due within 15 days of the invoice date, unless the Order Form sets another term. No term may exceed 60 days.
A payment counts as made only when the full amount is credited to the Company's account.
The Customer bears its own bank charges and any intermediary or correspondent bank charges, so that the Company receives the full invoiced amount.
The Customer must quote the invoice number in the payment reference.

13.4 Currency conversion. If the Order Form states a price in a currency other than the invoicing currency, the amount is converted at the exchange rate published by the National Bank of Romania for the invoice date. If no rate is published for that date, the latest earlier rate applies. The Order Form may provide otherwise. No conversion applies to Fees on the RON list.

13.5 Invoice disputes.

The Customer may dispute an invoice in good faith by written notice, with reasons, within 15 days of receiving it.
The Customer must still pay any undisputed portion on time.
The parties will try to resolve the dispute within 30 days.
An invoice not disputed within that 15-day period counts as accepted. Clerical errors may still be corrected, and statutory rights that cannot be waived are not affected.

13.6 Late payment. Overdue amounts carry, without any formal notice of default, from the day after the due date until payment in full:

(a) penalty interest at the rate set in the Order Form. If the Order Form sets no rate, interest accrues at the legal penalty interest rate applicable between professionals under Government Ordinance no. 13/2011, for the relevant currency and relationship. For amounts in RON, that rate is currently the reference rate of the National Bank of Romania plus 8 percentage points per year. For amounts payable in a foreign currency under a contract with a foreign element, the legal interest rate is 6% per year (Article 3(4) of Government Ordinance no. 13/2011), unless the Order Form sets another rate; and
(b) the fixed sum of EUR 40, or its RON equivalent, as compensation for recovery costs under Law no. 72/2013, together with any reasonable recovery costs above that amount that the Company can prove.

13.7 Suspension for non-payment. If an undisputed amount is still unpaid more than 15 days after its due date, the Company may give written notice allowing at least 7 days for payment. If payment is still not made, the Company may suspend access to the Platform, or restrict it to read-only and export, until payment is made in full.

Fees continue to accrue during the suspension.
Automations, Actions and scheduled publications stop during the suspension. The notice will warn the Customer of this so that it can make other arrangements.
If an amount remains unpaid 30 days after the suspension begins, the Company may terminate under Section 24.3.

13.8 No set-off or withholding. The Customer may not set off any amount it claims from the Company against the Fees, or withhold payment of the Fees. The only exceptions are amounts finally awarded by a court or agreed in writing by the Company.

13.9 Taxes.

Fees exclude VAT and other taxes. The Company charges VAT where the Romanian Fiscal Code requires it.
For Customers established in another EU Member State that give a valid VAT identification number, the reverse-charge mechanism applies where place-of-supply rules allow.
For Customers established outside the EU, Romanian VAT generally does not apply under place-of-supply rules.
The Customer is responsible for the accuracy of the tax information it provides and for its own taxes.
If the law of the Customer's country requires a tax to be withheld from a payment, the Customer will increase the payment so that the Company receives the amount it would have received without the withholding. This does not apply to the extent a double tax treaty reduces the withholding and the Customer gives the Company the necessary documents. On request, the Company will provide a certificate of tax residence.

13.10 Price changes. Fees are fixed for the current Subscription Term unless the Order Form says otherwise. The Company may change the Fees for a renewal term by written notice at least 60 days before the renewal date. The Customer may then decline to renew under Section 24.2. The Company may change prices of add-ons and usage-based items, including AI Credit packs, on 30 days' notice, but only for future purchases. Plan Fees never change during a Subscription Term. For the RON list, Part C.3 of the Order Form may also allow a review of the prices of add-ons, AI Credit packs and the market data pack when the exchange rate or the Company's AI costs rise, on 30 days' notice, limited to that rise and with a right for the Customer to cancel the affected add-on.

13.11 No refunds. Fees cannot be cancelled and are not refundable, except as expressly provided in Sections 9.4, 20.3, 22.2, 24.4(c), 24.6, 25.6, 26.4 and 29.3 of these Terms, Section 10.4 of the DPA and, where the break-even exit of a paid Pilot (Section 4.5) is exercised, the cancellation by credit note of any invoice for the Subscription Term under Part E.2.7 of the Order Form; Pilot Fees are not refunded on that exit.

13.12 Early-access pricing. Discounts or special prices offered through the Access Program apply only for the period stated in the Order Form.

14. Usage Limits, AI Credits and Fair Use

14.1 Plan limits. Use of the Platform is limited as set out in the Order Form and the Documentation, including the number of:

Workspaces;
Authorized Users;
Connected Accounts;
organic social profiles published through the publishing bridge;
automation slots;
trend markets;
the external market-data quota (a hard limit, in USD per month, on the search and market data bought from data suppliers for the Customer); and
AI Credits.

Limits also apply to API calls and storage.

14.2 AI Credits.

How many AI Credits a task consumes depends on factors such as the model used, the complexity of the task, the size of the Inputs and Outputs, and image generation. The Platform shows the estimate before each request, and shows consumption to the Customer's administrators.
AI Credits are used by the AI chat and by AI actions started on request, and by the other items listed in Part C.4 of the Order Form, such as posts published on X. The runs of automation slots within their fair-use limits never consume AI Credits (Section 14.4).
AI Credits included in a plan are allocated for each billing month. Billing months are calendar months that start at 00:00 Romanian time (Europe/Bucharest) on the 1st day of the month. Unused included credits do not roll over.
Additional AI Credit packs remain valid for 12 months from purchase, unless the Order Form says otherwise. They are used after the included AI Credits, oldest pack first.
Expired AI Credits are not refunded.
When the included AI Credits run out and the Credit Cap allows no further pack, the AI Features that consume AI Credits pause as described in Section 14.7, until the next billing month or until the Credit Cap is raised.
The Company will not charge for usage above the included credits unless the Credit Cap set in the Order Form, or by an Owner or Admin in the Platform, is above zero (Section 14.7).

14.3 Add-ons. Additional automation slots, extra trend markets and other add-ons are available and billed as set out in the Order Form. Minimum terms stated in the Order Form apply, for example 12 months for an SSO add-on and 6 months for an additional trend market, except on a break-even exit of a Pilot (Section 4.5).

14.4 Fair use. Use of any feature, including one described as "unlimited", must be reasonable and consistent with normal business use for the plan.

If use harms the Platform's performance or materially exceeds typical patterns for the plan, the Company may throttle or queue it, or contact the Customer.
Where practicable, the Company will notify the Customer first and discuss an appropriate plan or add-on.
The fair-use limits of each automation slot are stated in the Documentation. Above them, a run performs triage only and is marked "analysis deferred", unless the Customer has set the slot to use AI Credits. For an account that regularly exceeds them, the Company may propose a "Large account" slot (Part C.3 of the Order Form). The cadence of a slot is never reduced.

14.5 AI Credit metering. If an AI Provider materially changes its prices, or the Company replaces an AI model, the Company may change the number of AI Credits a task consumes on 30 days' notice. If the change increases the Customer's average consumption by more than 20%, Section 26.4 applies.

14.6 Measurement. The Company measures usage. Its usage records are evidence of consumption, unless they contain a manifest error.

14.7 Credit Cap.

The Customer sets the Credit Cap in the Order Form. A Credit Cap of 0 means that the AI Features that consume AI Credits stop at the included AI Credits. Agency Customers may also set caps per Workspace, and any Customer may set caps per Authorized User.
An Authorized User with the Owner or Admin role may change the Credit Cap in the Platform at any time, after re-authenticating (multi-factor for users who sign in locally; a new sign-in at the identity provider for SSO users). The change takes effect immediately, is recorded in the audit log and is confirmed by email to the Customer's Owners, Admins and billing contact. The Customer may also ask for a change by email from the contractual notices contact or the billing contact named in the Order Form; the Company applies it within 1 Business Day. The parties agree that a change made in either way is a valid instruction of the Customer and does not require a signed amendment under Section 26.5. Raising the Credit Cap is an order only for the packs actually opened; lowering it does not cancel packs already opened.
Each request to an AI Feature reserves its estimated AI Credits before it runs. Requests cannot together exceed the monthly ceiling: the included AI Credits, plus the Credit Cap in packs, plus valid unused AI Credits from earlier packs. The Company never invoices more packs for a calendar month than the Credit Cap allowed when they were opened, and bears any cost of a request above its reservation.
The Platform alerts the Customer when 80% of the included AI Credits are used, when a pack is opened and when 80% of the monthly ceiling is used. At 100%, the AI Features that consume AI Credits pause until the 1st day of the next calendar month or until the Credit Cap is raised. Automation runs, the execution of Approved Actions, scheduled publications, dashboards, reports and approvals continue. Part C.4 of the Order Form gives the details.
A pause under this Section results from the Customer's own setting. It is not a suspension under Section 23 and does not reduce the Fees.

15. Customer Data and Usage Data

15.1 Ownership. As between the parties, the Customer, or its licensors or End Clients, holds all rights in the Customer Data.

15.2 Licence to the Company. The Customer grants the Company and its sub-processors a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display, analyse and technically adapt (for example, format) the Customer Data. The licence lasts for the Subscription Term and the period in Section 25. It may be used only, and in line with the DPA, to:

provide, secure, support and maintain the Platform;
prevent and investigate abuse;
comply with the law; and
carry out the Customer's other instructions.

15.3 Limits on the Company's use. The Company will not:

(a) sell Customer Data;
(b) use Customer Data to advertise to third parties or to build profiles for its own purposes;
(c) combine or pool data obtained from Third-Party Platforms across customers, or use one Customer's Third-Party Platform data for another customer;
(d) use Customer Data to train generalized AI models (Section 7.9); or
(e) access Customer Data except as needed for the purposes in Section 15.2, to provide support the Customer has asked for, to deal with security incidents or to comply with the law. Such access is logged.

15.4 Usage Data. The Company may collect and use Usage Data to operate, secure, bill, maintain and improve the Platform. It may also compile aggregated and de-identified statistics, provided that they:

do not identify the Customer, any End Client or any individual; and
do not include data whose use for this purpose is prohibited by Third-Party Platform terms.

Any personal data in Usage Data is processed as described in privacy-policy.md and the DPA.

15.5 Retention defaults. By default:

social comments and direct messages are retained for 30 days;
LinkedIn member data is retained only for the period LinkedIn's terms allow (currently up to 24 hours for member data); and
database backups expire after no more than 14 days.

The DPA and data-retention-schedule.md give further detail.

15.6 Export. The Customer can export Customer Data in the formats the Platform supports at any time during the Subscription Term.

16. Intellectual Property and Feedback

16.1 Company property. The Company and its licensors own all rights in:

the Platform and its software;
system prompts and instructions, workflows, templates and model configurations;
the Documentation;
the 1ads trademarks; and
all improvements to any of these.

No right is granted except as expressly stated in the Agreement.

16.2 Outputs. As between the parties, and to the extent the law and the AI Providers' terms allow, the Customer owns the Outputs. The Company assigns to the Customer any rights it may have in the Outputs as soon as they are created. The assignment is exclusive, free of charge, worldwide, covers all known means of exploitation, and lasts for the entire term of protection. The Customer acknowledges that:

(a) Outputs may not qualify for copyright or other intellectual property protection;
(b) Outputs may be similar to content generated for others, and the Company assigns no rights in those other outputs;
(c) Outputs may contain or resemble third-party material, such as trademarks, trend content or quoted web content. Third-party rights in that material remain, and the Customer must clear them before use; and
(d) the Company keeps its rights in its generic templates, know-how, prompts and the Platform elements that may appear in Outputs. The Customer may use them as part of the Outputs.

16.3 Feedback. "Feedback" means suggestions, comments, bug reports and feature ideas about the Platform. It does not include Customer Data or the Customer's Confidential Information.

Giving Feedback is voluntary.
The Customer grants the Company a non-exclusive, free-of-charge, transferable and sublicensable licence to use Feedback for any purpose, including modifying the Platform. The licence is worldwide, lasts for the entire term of protection of any rights in the Feedback, and covers all means of exploitation, including reproduction, adaptation, distribution and communication to the public.
The Company has no obligation to use Feedback.
The Company will not publicly identify the Customer as the source of Feedback without its consent.

16.4 Publicity. Neither party will use the other's name or logo publicly, for example in customer lists or case studies, without the other's prior written consent. Consent by email is enough.

17. Confidentiality

17.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the discloser) to the other (the recipient) in connection with the Agreement that is marked confidential or would reasonably be understood to be confidential. It includes Customer Data, Order Form pricing, the Platform's non-public features and roadmap, Beta Features, security information and API Credentials.

17.2 Exclusions. Confidential Information does not include information that the recipient can show:

(a) is or becomes public without its fault;
(b) it already lawfully knew without a duty of confidentiality;
(c) it lawfully received from a third party without a duty of confidentiality; or
(d) it developed independently.

17.3 Obligations. The recipient will:

use Confidential Information only to perform or exercise rights under the Agreement;
protect it with at least reasonable care; and
disclose it only to its employees, Affiliates, professional advisers, subcontractors and sub-processors who need to know it and who are bound by confidentiality duties at least as protective.

The recipient is responsible for any breach by them.

17.4 Disclosure required by law. The recipient may disclose Confidential Information where the law or an authority requires it. Where legally possible, it will notify the discloser beforehand and limit the disclosure to what is required.

17.5 Duration. These obligations last for the term of the Agreement and for 5 years afterwards. For trade secrets, they last for as long as the information remains a trade secret. For Customer Data, they last for as long as the Company holds it.

17.6 Return or destruction. When the Agreement ends, the recipient will return or destroy the discloser's Confidential Information on request. For Customer Data, Section 25 applies. Copies the law requires to be kept, and copies in routine backups until they expire, are excepted.

18. Data Protection

18.1 Roles of the parties.

Company as controller. The Company is the controller of Account Data, as described in privacy-policy.md. Account Data covers contact details of the Customer's representatives and Authorized Users, login and security data, billing data, communications and access requests.
Company as processor. For personal data contained in Customer Data, the Company acts as processor for the Customer. Where the Customer is itself a processor for End Clients, the Company acts as sub-processor. This processing is governed by the DPA, which forms part of the Agreement.

18.2 Instructions. The Customer's documented instructions consist of:

the Agreement;
the Order Form; and
the Customer's configuration of the Platform, including connecting accounts, enabling features and giving Approvals.

18.3 Sub-processors. The Customer authorizes the sub-processors listed in subprocessors.md. Changes follow the notice and objection procedure in the DPA.

18.4 International transfers. The services may involve transferring personal data outside the EEA, for example to the United States for AI Providers. Authentication runs on the Company's self-hosted identity provider in the EU and involves no such transfer. These transfers rely on:

adequacy decisions, including the EU-U.S. Data Privacy Framework for certified recipients; or
otherwise, the standard contractual clauses (Commission Implementing Decision (EU) 2021/914) together with transfer impact assessments,

as described in the DPA.

18.5 Customer obligations. The Customer is responsible for its legal bases and for informing the individuals concerned. These include its own customers whose hashed identifiers are uploaded, and social media users whose comments and messages are processed. It will handle data subject requests using the Platform's tools, and the Company will assist as set out in the DPA.

18.6 Third-Party Platforms. Third-Party Platforms act as independent controllers or as the Customer's own processors. They are not the Company's sub-processors. Data the Platform sends to them on the Customer's instructions, such as conversion uploads or publications, is disclosed by the Customer.

19. Security

19.1 Measures. The Company maintains appropriate technical and organisational measures under Article 32 GDPR, as described in the DPA and its annexes and summarised in security-overview.md. They include:

hosting on the Company's own on-premises Kubernetes cluster in Romania (EU), operated by the Company itself under its FirstIT brand, with the databases, the secrets management system (Vault), the background job queue, the identity provider (Keycloak), error tracking and LLM observability running inside that cluster;
TLS encryption on all public endpoints. Traffic between components inside the private cluster network is not yet encrypted; it is restricted by default-deny network policies, and its encryption is planned, as described in the DPA;
tenant and workspace isolation enforced by row-level security in the database;
encryption of OAuth tokens through the Vault Transit engine, under keys derived per tenant, connection and provider, and a rule that such tokens are never sent to AI models;
mandatory multi-factor authentication for users who do not use SSO;
role-based access control and logical separation between tenants;
pseudonymised audit logs; and
nightly database backups, encrypted before storage, that expire after no more than 14 days [TBC – confirm first successful backup and restore].

19.2 Certifications. Unless an Order Form states otherwise, the Company does not currently hold any third-party security certification, such as SOC 2 or ISO/IEC 27001. For Enterprise Customers, the Company will answer reasonable security questionnaires.

19.3 Customer security. The Customer is responsible for the security of:

its Authorized Users' devices and credentials;
its identity provider;
its API Credentials;
the permission settings it chooses; and
its accounts on Third-Party Platforms, including enabling multi-factor authentication there.

19.4 Incidents. The Company will notify the Customer of any personal data breach affecting Customer Data without undue delay, as set out in the DPA. The Customer will report suspected compromises to ops@1ads.net.

19.5 Support access. Company personnel access Customer Workspaces only when needed:

to handle a support request;
to deal with a security incident;
to investigate a suspected breach of the AUP; or
to comply with the law.

Such access is logged.

20. Warranties and Disclaimers

20.1 Mutual warranties. Each party warrants that:

it is validly organised;
it has the authority to enter into the Agreement;
the Agreement binds it; and
it will comply with the anti-corruption and sanctions laws that apply to it.

20.2 Platform warranty. During a paid Subscription Term, the Company warrants that:

the generally available Platform will perform materially as described in the Documentation; and
the Company will not materially weaken the security measures described in the DPA.

20.3 Remedy. If the Platform warranty is breached, the Customer must notify the Company with reasonable detail. The Company will use reasonable efforts to correct the non-conformity. If it does not correct it within 30 days of the notice, the Customer may terminate the affected Order Form and receive a refund of the prepaid Fees for the remaining period. This is the Customer's sole remedy for breach of Section 20.2.

20.4 Exclusions. Section 20.2 does not cover:

Beta Features;
free or trial use;
the content of Outputs;
Third-Party Platforms;
issues caused by the Customer's configuration, inputs or misuse; or
force majeure.

20.5 Disclaimer. Except as expressly stated in the Agreement, the Platform, the AI Features, the Outputs and the Beta Features are provided "as is" and "as available". To the fullest extent the law allows, the Company disclaims every other warranty, whether express, implied or statutory. This includes warranties of fitness for a particular purpose, quality, accuracy, non-infringement, and uninterrupted or error-free operation.

In particular, the Company does not warrant:

any return on investment or advertising performance;
approval of ads or posts by Third-Party Platforms;
the continued availability of Third-Party Platform APIs;
the accuracy of third-party data;
that Outputs are lawful, do not infringe third-party rights or are suitable for the Customer's purpose; or
that the brand-safety gate will catch all sensitive content.

21. Limitation of Liability

21.1 Excluded losses. Neither party is liable for any of the following, whether or not it was foreseeable:

indirect or consequential loss;
loss of profit (beneficiul nerealizat), revenue or sales;
loss of business opportunity;
loss of goodwill or reputation;
business interruption; or
the cost of substitute services.

21.2 Excluded losses specific to the Platform. The Company is not liable for:

(a) advertising spend, media costs, bids, budgets or fees paid to Third-Party Platforms, including those resulting from Approved Actions or Auto-Approval Policies, except as provided in Section 8.7;
(b) lost sales or conversions, or any decline in campaign performance;
(c) any restriction, suspension or termination of Connected Accounts, ad accounts, pages or profiles by Third-Party Platforms, or any rejection of ads or posts;
(d) the Customer's reliance on Outputs without the review required by Section 7.2;
(e) the acts or omissions of Third-Party Platforms or End Clients, or the behaviour of AI Providers' models, to the extent outside the Company's reasonable control;
(f) loss or corruption of data. This exclusion does not affect the Company's obligation to restore data from available backups where the Company caused the loss; or
(g) consequences of inaccurate or incomplete inputs supplied by the Customer (Section 6.4).

21.3 Cap. Each party's total aggregate liability arising out of or in connection with the Agreement is limited to the Fees paid by the Customer under the Agreement in the 12 months immediately before the event giving rise to the claim. Where no Fees were paid, for example during free participation in the Access Program, the limit is EUR 100. The limit applies whatever the legal basis of the claim, whether contract, tort (delict), indemnity or otherwise.

21.4 Exceptions. Nothing in the Agreement limits or excludes:

(a) liability for damage caused intentionally or through gross negligence (Article 1355(1) of the Romanian Civil Code);
(b) liability for harm to a person's life, physical or mental integrity or health (Article 1355(3) of the Romanian Civil Code);
(c) the Customer's obligation to pay the Fees and any interest and recovery costs;
(d) the Customer's obligations under Section 22.1, or its liability for breach of Section 12 or the AUP; or
(e) any other liability that mandatory law does not allow to be limited or excluded.

The rights of data subjects under Article 82 GDPR are not affected. Between the parties, liability under the DPA is subject to this Section 21, to the extent the law permits.

21.5 Allocation of risk. The Fees reflect the allocation of risk in this Section 21. The limitations apply even if a limited remedy fails of its essential purpose. In any case, the Company is liable only for damage that was foreseeable when the Agreement was concluded (Article 1533 of the Romanian Civil Code).

21.6 Mitigation. Each party must take reasonable steps to mitigate its loss. For the Customer, this includes promptly using the pause and disconnection controls and the controls available in the Third-Party Platforms.

21.7 Limitation periods. Nothing in the Agreement changes the statutory limitation (prescription) periods.

22. Indemnities

22.1 Customer indemnity. The Customer will defend, indemnify and hold harmless the Company, its Affiliates, and their directors, officers and employees against any third-party claim, and against the resulting damages, costs and reasonable legal fees, that arise from any of the following:

(a) Customer Data or Customer Content, or Outputs as used, published or Approved by the Customer, including ads and posts;
(b) unlawful advertising, or a breach of Third-Party Platform policies, by the Customer or its End Clients;
(c) the Customer's lack of authority over a Connected Account, or lack of a legal basis for personal data it supplied;
(d) a breach of Sections 6, 10 or 12 or of the AUP; or
(e) for Agency Customers, any claim by an End Client relating to the services the Agency Customer provides.

Third-party claims include claims by End Clients, Third-Party Platforms, individuals and authorities. To the extent the law permits, the indemnity also covers fines and penalties.

22.2 Company indemnity. The Company will defend the Customer against any third-party claim alleging that the generally available Platform, as provided by the Company and used in line with the Agreement, infringes a patent, copyright or trademark, or misappropriates a trade secret, that is valid in the EU or EEA. The Company will pay the damages finally awarded against the Customer, or any settlement the Company has agreed.

Exclusions. This indemnity does not apply to claims arising from:
- Outputs, Customer Data or Third-Party Platforms;
- Beta Features or free use;
- combination of the Platform with products the Company did not supply;
- modifications not made by the Company; or
- use after the Company has asked the Customer to stop.
Remedies. If a claim is made or is likely, the Company may, at its option:
- modify the Platform so that it no longer infringes;
- obtain the right for the Customer to continue using it; or
- terminate the affected Order Form and refund the prepaid Fees for the remaining period.

This Section 22.2 states the Company's entire liability for infringement claims and is subject to Section 21.3.

22.3 Procedure. The indemnified party will:

notify the indemnifying party in writing without undue delay. A delay relieves the indemnifying party only to the extent the delay prejudices it;
give the indemnifying party sole control of the defence and settlement; and
cooperate reasonably, at the indemnifying party's expense.

The indemnifying party may not settle a claim in a way that admits fault for the indemnified party or imposes non-monetary obligations on it without that party's consent. The indemnified party may take part with its own counsel, at its own expense.

23. Suspension

23.1 Grounds. The Company may suspend the Platform in whole or in part. This includes suspending specific Connected Accounts, automations, API Credentials or Authorized Users. Where practicable it will give notice first, but it may act immediately where necessary. The grounds are:

(a) to prevent or stop a security threat or attack;
(b) where use by the Customer or its users breaches the AUP, Section 12, the law or Third-Party Platform terms, or creates a risk of harm to the Company, other customers, Third-Party Platforms or third parties;
(c) where the law, a court or authority order, a Third-Party Platform or an AI Provider requires it;
(d) non-payment (Section 13.7); or
(e) where credentials are suspected to be compromised.

23.2 Scope and duration. Any suspension will be limited to what is reasonably necessary. The Company will lift it promptly once the cause is resolved and will explain the reasons (see Section 12.3).

23.3 Effects. During a suspension, automations and scheduled publications may not run. The Company is not liable for the consequences of a justified suspension. Fees continue to accrue, unless the suspension results from the Company's fault.

24. Term, Renewal and Termination

24.1 Term. The Agreement starts when the first Order Form is signed. It continues until every Order Form has expired or been terminated. Each Order Form has its own Subscription Term.

24.2 Automatic renewal. Unless the Order Form says otherwise, each Subscription Term renews automatically for successive periods equal to the initial term, but never longer than 12 months each. It does not renew if either party gives written notice of non-renewal before the end of the current term:

at least 30 days before, for terms of more than one month; or
at least 10 days before, for monthly terms.

The Subscription Term that follows a paid Pilot starts automatically as set out in Part E.2 of the Order Form, unless the Customer uses the break-even exit (Section 4.5).

24.3 Termination for cause. Either party may terminate an Order Form, or the whole Agreement, by written notice if the other party:

(a) commits a material breach and does not cure it within 30 days of a notice describing it (10 days for non-payment); or
(b) becomes subject to insolvency, liquidation, dissolution or similar proceedings, to the extent the applicable insolvency law (including Romanian Law no. 85/2014) allows termination on this ground.

For the purposes of Article 1553 of the Romanian Civil Code (express termination clause, pact comisoriu), the parties expressly agree that non-performance of any of the following obligations entitles the other party to terminate by operation of law, by written notice and without court intervention or any other formality, once the cure period in (a) has expired:

(i) payment of undisputed Fees (Section 13);
(ii) Sections 6.1, 6.3, 11.4 and 12 and the AUP;
(iii) confidentiality (Section 17);
(iv) data protection (Section 18 and the DPA);
(v) security (Section 19); and
(vi) the Company's obligations under Sections 7.4, 8.2 and 20.2.

For any other material breach, the termination notice operates as a unilateral declaration of termination under Article 1552 of the Romanian Civil Code. Termination under (b) takes effect on receipt of the written notice.

24.4 Company's additional termination rights. The Company may also terminate:

(a) immediately by written notice, without a cure period and without court intervention, if the Customer seriously or repeatedly breaches Section 12 or the AUP, uses the Platform for unlawful activities, or becomes subject to sanctions (Section 29.9). For the purposes of Article 1553 of the Romanian Civil Code, the parties expressly agree that non-performance of the Customer's obligations under Section 12, the AUP and Section 29.9 entitles the Company to terminate by operation of law in these cases;
(b) the affected features only, where a Third-Party Platform or AI Provider requires it; or
(c) the Agreement, if the Company stops offering the Platform entirely. It must give at least 90 days' notice and refund, pro rata, the prepaid Fees for the remaining Subscription Term.

Participation in the Access Program may also end as set out in access-program-terms.md.

24.5 Customer's additional termination rights. The Customer may also terminate as provided in Sections 9.4, 20.3, 25.6, 26.4 and 29.3 of these Terms and Section 10.4 of the DPA. It may also cancel the Subscription Term that follows a paid Pilot through the break-even exit (Section 4.5 and Part E.2 of the Order Form).

24.6 Effects of termination.

On termination or expiry, the right to use the Platform ends, subject to Section 25.
All Fees for the period up to termination become due.
The Company will refund the prepaid Fees for the remaining period if:
- the Customer terminates for the Company's uncured breach, or under Sections 9.4, 20.3, 26.4 or 29.3 of these Terms or Section 10.4 of the DPA; or
- the Company terminates under Section 24.4(c).
If the Company terminates for the Customer's breach under Section 24.3 or 24.4(a), the Customer will pay, as a penalty clause (Article 1538 of the Romanian Civil Code), 50% of the recurring Fees that would have been payable for the rest of the committed Subscription Term, without prejudice to the Company's right to prove greater loss.

24.7 Survival. The following survive termination or expiry: Sections 13 (for amounts accrued), 15.4, 16, 17, 21, 22, 24.6, 25, 27, 28 and 29, and any other provision that by its nature is meant to survive.

25. Data Export and Deletion

25.1 Export during the term. During the Subscription Term, the Customer may export Customer Data through the user interface or the API, in the formats the Platform supports.

25.2 Export Window. For 30 days after the last Order Form expires or is terminated (the "Export Window"), the Company will, on request, give the Customer's administrators read-only access to, or an export of, the Customer Data in a commonly used machine-readable format.

From the end of the Subscription Term, automations, Actions, publishing and data synchronisation are disabled.
OAuth tokens for Connected Accounts are revoked and deleted when the Subscription Term ends.

25.3 Deletion. After the Export Window ends, the Company will delete the Customer Data from its active systems within 30 days. Copies in backups are removed as the backups expire, within no more than 14 days.

The Company may keep data only where the law requires it, for example invoices and accounting records, or where it is needed to establish, exercise or defend legal claims. Any such data is kept with restricted access. Audit logs may be kept in pseudonymised form for the period stated in data-retention-schedule.md.

Some data is deleted earlier because a shorter retention period applies. Examples are comments and direct messages, and LinkedIn member data.

The Company will confirm deletion in writing on request. The Customer is responsible for exporting its data before the Export Window ends. After that, the Company has no obligation to keep or return Customer Data.

25.4 Earlier deletion. The Customer may ask for its Customer Data to be deleted before the Export Window ends.

25.5 Platform deletion obligations. Where the terms of a Third-Party Platform require earlier deletion, those terms prevail. For example, Google and YouTube require deletion within set periods after access is revoked.

25.6 Switching and data portability (Data Act). This Section applies to the extent that Chapter VI of Regulation (EU) 2023/2854 (the "Data Act") applies to the Platform.

(a) Switching request. The Customer may at any time notify the Company in writing, at support@1ads.net, that it wants to:
- switch to another provider of data processing services;
- port its data to its own ICT infrastructure; or
- have its Exportable Data erased.
The switching process starts when a notice period of two months from receipt of the notice ends. It may start earlier if the Customer asks and the Company agrees.
(b) Transitional period. After the notice period, during a transitional period of up to 30 calendar days, the Company will:
- continue to provide the Platform under the Agreement;
- give reasonable assistance with the switch;
- enable the export of the Exportable Data, through the Platform's export functions and the API, in the formats described in the Documentation; and
- maintain security throughout.
If the 30-day period is technically unfeasible, the Company will tell the Customer within 14 working days of the request. It will give its reasons and propose an alternative period of no more than 7 months. The Customer may extend the transitional period once, for a period it considers more appropriate.
(c) Exportable Data. "Exportable Data" means:
- Customer Content and Outputs;
- data imported from Connected Accounts that the Company is allowed to retain and transfer under the Third-Party Platform's terms;
- the Customer's configurations, such as Workspaces, KPI targets, cost settings, automation rules, approval workflows, brand-safety settings and scheduled publications;
- reports; and
- the audit log entries relating to the Customer.
Exportable Data does not include:
- (i) the Platform's software, models, system prompts, templates and other assets protected by intellectual property rights or trade secrets of the Company or third parties;
- (ii) OAuth tokens, API Credentials and other security credentials;
- (iii) Usage Data and other data relating to the internal functioning of the Platform, such as metering and performance data and internal and security logs, where exporting it would create security risks or breach trade secrets; and
- (iv) data that a Third-Party Platform prohibits the Company from retaining or disclosing, for example LinkedIn member data, which is never exported (privacy-policy.md, Section 10.5).
(d) Retrieval period. Exportable Data remains available for retrieval for at least 30 calendar days after the transitional period ends. For a switching request, this period serves as the Export Window under Section 25.2.
(e) Termination and erasure. The affected Order Forms terminate when the switching process is successfully completed. Where the Customer asked only for erasure, they terminate when the notice period ends. The Company will confirm the termination. Once the retrieval period ends and the switch has been completed, the Company erases the Exportable Data as set out in Section 25.3.
(f) No switching charges. The Company does not charge switching or data egress charges. The normal Fees apply until termination.
(g) Fixed-term commitments. If termination under this Section takes effect before the end of a committed Subscription Term, the Customer will pay an early termination fee. The fee equals the percentage stated in the Order Form of the recurring Fees that would have been payable for the rest of that term, or 50% if the Order Form states no percentage. The parties consider this fee a proportionate estimate of the Company's loss, net of the costs it saves. Fees prepaid for the period after termination are set off against the fee, and any excess is refunded. Where a paid Pilot precedes a Subscription Term, the Pilot is a committed term for this purpose, and the Subscription Term that follows it becomes committed only when the exit window under Part E.2 of the Order Form closes without a break-even exit. The fee never applies to a break-even exit.
(h) Information. Information on export procedures, formats and technical limitations is in the Documentation. Information on the jurisdiction of the ICT infrastructure used for the Platform is in subprocessors.md and security-overview.md.
(i) Exclusions. This Section does not apply to free-of-charge Pilots (as defined in access-program-terms.md) or other versions of the Platform offered free of charge as non-production versions for testing and evaluation for a limited period (Article 31(2) of the Data Act). It applies to paid Pilots, which are production use of the Platform (Section 4.5).
(j) Precedence. This Section prevails over any conflicting provision of the Agreement, to the extent the Data Act requires.

26. Changes to the Platform and to these Terms

26.1 Platform changes. Section 5.5 applies.

26.2 Changes to these Terms and related documents. The Company may amend these Terms, the AUP, brand-safety-and-sensitive-content-policy.md, service-level-and-support.md and access-program-terms.md for valid reasons, such as:

changes in law or regulation;
requirements of Third-Party Platforms or AI Providers;
security;
new features; or
changes to the Company's commercial model.

The Company will give notice to the Customer's notice email address and in the Platform at least 30 days before a change takes effect. It will publish the new version and keep an archive of earlier versions. Changes to the DPA follow the DPA. Changes that make the platform floor in brand-safety-and-sensitive-content-policy.md stricter may apply immediately (Section 26.3).

26.3 Shorter notice. A shorter notice period may apply to changes that:

the law requires;
a Third-Party Platform requires;
are needed for security reasons;
make the platform floor in brand-safety-and-sensitive-content-policy.md stricter; or
benefit the Customer or concern only new features.

26.4 Materially adverse changes. If a change materially and adversely affects the Customer, the Customer may object in writing before it takes effect. The Customer may then choose either:

(a) that the change will not apply to it until the end of its current Subscription Term, except for changes under Section 26.3; or
(b) to terminate the affected Order Forms and receive a pro rata refund of the prepaid Fees.

If the Customer does not object, the change applies from its effective date.

An amendment that introduces or extends a clause of the kind listed in Article 1203 of the Romanian Civil Code binds the Customer only once the Customer has expressly accepted it in writing.

26.5 Order Forms. An Order Form may be amended only by a document signed by both parties. The only exception is the Credit Cap, which the Customer may change as set out in Section 14.7.

27. Governing Law and Disputes

27.1 Governing law. The Agreement, and any non-contractual obligations arising from it, are governed by Romanian law. Conflict-of-law rules that would point to another law do not apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27.2 Amicable resolution. Before going to court, the parties will try in good faith to resolve any dispute through senior representatives, within 30 days of a written notice describing the dispute.

27.3 Courts. The competent courts of Bucharest, Romania, have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement. This does not prevent either party from:

seeking urgent or interim measures before any competent court; or
using the payment order procedure (ordonanța de plată) or the European order for payment procedure.

28. Language, Electronic Signature and Notices

28.1 Language. The Agreement is drawn up in English, and a Romanian translation is provided. If the versions differ, the English version prevails. The only exception is where Romanian law mandatorily requires the Romanian language, for example for documents filed with Romanian authorities. In that case the Romanian version applies for that purpose. Each party confirms it understands the English language.

28.2 Electronic signature. Order Forms, amendments and notices may be signed electronically. A qualified electronic signature under Regulation (EU) No 910/2014 (eIDAS), as amended by Regulation (EU) 2024/1183, and Romanian Law no. 214/2024 on the use of electronic signatures, time stamps and trust services based on them, has the same effects as a handwritten signature. Notices and operational communications that do not require a signature may also be given by email (Section 28.3). Each party waives any objection based solely on the electronic form of a document.

The Order Form, including the express acceptance of unusual clauses in Part L, and any amendment to it must be signed with a handwritten signature or a qualified electronic signature. An advanced or other electronic signature has, between the parties, the effects of a handwritten signature only if the parties have so agreed in a separate document signed with a handwritten or qualified electronic signature, in accordance with Article 4 of Romanian Law no. 214/2024.

28.3 Notices.

Form and language. Notices must be in writing, in English or Romanian.
To the Company. Send to support@1ads.net. Notices of breach, termination or claims must also be copied to the registered office.
To the Customer. Send to the notice email address in the Order Form.
Receipt by email. An email counts as received when sent if it is sent on a Business Day before 17:00 Bucharest time, and otherwise on the next Business Day, unless the sender receives a delivery failure message.
Receipt by post or courier. Registered mail and courier deliveries count as received on delivery.
Operational notices. Notices about maintenance, product changes and consumption may be given in the Platform or by email to administrators.
Contact details. Each party must keep its contact details up to date.

29. General Provisions

29.1 Assignment. The Customer may not assign or transfer the Agreement, including by assignment of contract under Articles 1315–1320 of the Romanian Civil Code, without the Company's prior written consent. The Company will not unreasonably withhold consent for a successor of the Customer by merger or acquisition that is not a competitor of the Company.

The Company may assign the Agreement to an Affiliate, or to a successor in a merger, acquisition or sale of all or substantially all of its business or assets, by notice to the Customer. The Customer gives its consent to such an assignment in advance.

29.2 Subcontracting. The Company may use subcontractors and sub-processors and remains responsible for their performance under the Agreement.

29.3 Force majeure. Neither party is liable for delay or failure to perform caused by force majeure or a fortuitous event (Article 1351 of the Romanian Civil Code). Such events include:

natural disasters, war, terrorism and civil unrest;
epidemics;
acts of public authorities;
widespread failures of the internet, cloud or energy infrastructure;
cyberattacks that reasonable security measures could not have prevented; and
outages or changes of Third-Party Platforms or AI Providers beyond the affected party's reasonable control.

The following rules apply:

Payment obligations are excused only where banking systems are unavailable.
The affected party must notify the other within 5 Business Days and take reasonable steps to limit the effects.
If the event lasts more than 60 days, either party may terminate the affected Order Form. The Company will then refund the prepaid Fees for the remaining period.

29.4 Independent parties. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency or employment relationship.

29.5 Third parties. The Agreement creates no rights for third parties, except for the persons indemnified under Section 22.

29.6 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter. It replaces all prior proposals and understandings. This does not exclude liability for fraud (dol).

29.7 Severability. If a provision is invalid or unenforceable, the rest of the Agreement remains in force. The invalid provision is replaced by a valid one that comes as close as possible to the parties' intention (Article 1255 of the Romanian Civil Code).

29.8 No waiver. A failure or delay in exercising a right is not a waiver of that right.

29.9 Sanctions and export controls. The Customer represents that neither it nor its owners, controllers or Authorized Users:

are subject to sanctions of the European Union, the United Nations, the United Kingdom or the United States; or
are located in a comprehensively embargoed territory.

The Customer will not use the Platform in breach of sanctions or export control laws. If this representation becomes untrue, the Company may suspend or terminate immediately.

29.10 Anti-corruption. Each party will comply with applicable anti-corruption laws and will not offer or accept improper payments or advantages in connection with the Agreement.

29.11 Counterparts. An Order Form may be signed in counterparts and exchanged electronically.

30. Contact

Legal and contractual notices: support@1ads.net
Support: support@1ads.net
Privacy: privacy@1ads.net
Security and vulnerability reports: ops@1ads.net
Registered office: ALTTAB PROFIT SRL, Str. Doamna Oltea nr. 70, Sector 2, Bucharest, postal code 020231, Romania