Terms of Use
Last updated: May 13, 2026
PLEASE READ THESE TERMS OF USE CAREFULLY. These Terms of Use (these “Terms”) form a binding contract between you (“you” or “Customer”) and AICEBERG LABS INC., a Delaware corporation, with its principal place of business at 651 N Broad St, Suite 201, Middletown, DE 19709, USA (the (“AdFactory”, “we”, “us”, or “our”). These Terms govern your access to and use of the AdFactory platform, websites, applications, APIs, agents, and related services (collectively, the “Services”). BY ACCESSING OR USING THE SERVICES, CLICKING “I AGREE,” OR EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES. ARBITRATION NOTICE. Section 12 contains a binding arbitration clause and a class-action waiver that govern any dispute between you and AdFactory. Please review Section 12 carefully.
1. GENERAL PROVISIONS
1.1 These Terms, together with any order form, statement of work, supplement, or policy referenced herein or accepted by you (each, an “Order”), constitute the entire agreement between you and AdFactory with respect to the Services. By accessing, downloading, installing, registering for, or using any portion of the Services, you represent that you have read, understood, and agree to be bound by these Terms. 1.2 You must be at least eighteen (18) years of age and have the full legal right, power, and authority to enter into and perform under these Terms. The Services are not directed to, and may not be used by, individuals under the age of eighteen (18). If you access the Services on behalf of an entity, you represent that you are authorized to bind that entity to these Terms, in which case “you” refers to that entity. 1.3 You represent and warrant that you are not (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions; (b) listed on the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government restricted-party list; or (c) otherwise prohibited from receiving the Services under applicable export-control or sanctions laws. 1.4 The Services are designed and intended for business and commercial use by professionals, agencies, marketers, designers, and growth teams. The Services are not intended for personal, family, or household purposes. To the maximum extent permitted by applicable law, consumer-protection statutes that apply solely to consumer transactions do not apply to your use of the Services.
2. DESCRIPTION OF SERVICES
2.1 AdFactory is a software-as-a-service platform that enables Customers to plan, generate, manage, launch, optimize, and analyze advertising creatives and related marketing assets, including through the use of artificial-intelligence (“AI”) models and automated agents that interface with third-party advertising platforms. 2.2 AdFactory may, at any time and in its sole discretion, modify, suspend, discontinue, add to, or remove any feature, function, or component of the Services, in whole or in part. We will use commercially reasonable efforts to provide notice of material adverse changes that affect paid Services, but we are not obligated to do so. 2.3 From time to time, AdFactory may make available features, modules, agents, or models designated as “beta,” “preview,” “early access,” “experimental,” or similar (“Beta Features”). Beta Features are provided “AS IS” and “AS AVAILABLE,” without any warranty, support obligation, or service-level commitment, and may be modified or discontinued at any time. 2.4 The Services may interoperate with, or permit you to connect, third-party products, platforms, or services, including advertising networks, social-media platforms, analytics tools, payment processors, model providers, and content libraries (“Third-Party Services”). Your use of any Third-Party Service is governed solely by the terms and policies of the applicable third party. AdFactory does not control, endorse, or assume any responsibility for any Third-Party Service. We may suspend, throttle, or remove any integration at any time without liability.
3. ACCOUNT REGISTRATION
3.1 To access certain features of the Services, you must register an account. You agree to provide accurate, complete, and current information during registration and to keep that information up to date. You are solely responsible for all activities that occur under your account. 3.2 You are responsible for safeguarding your account credentials, API keys, tokens, and any other authentication mechanisms. You must promptly notify AdFactory at support@adfactory.run of any actual or suspected unauthorized access to your account. AdFactory is not liable for any loss or damage arising from your failure to maintain the confidentiality and security of your credentials. 3.3 AdFactory reserves the right, at any time and at its discretion, to require identity verification, payment verification, business verification, beneficial-ownership disclosures, or other “know your customer” and compliance information. AdFactory may condition access to the Services on the satisfactory completion of such verification. 3.4 AdFactory may suspend, restrict, throttle, or terminate your account or access to all or any part of the Services at any time, with or without notice, if AdFactory reasonably believes that (a) you have violated these Terms or any AdFactory policy; (b) your use poses a security, legal, regulatory, or reputational risk to AdFactory or any third party; (c) your account is fraudulent, compromised, or used in a manner inconsistent with normal commercial use; or (d) suspension is necessary to comply with applicable law or any directive from a governmental authority or third-party platform.
4. ACCEPTABLE USE POLICY
You agree not to, and not to permit any user, employee, contractor, agent, or third party to, use the Services to: create, distribute, or facilitate any advertising, marketing, or other content that is unlawful, deceptive, defamatory, fraudulent, harassing, hateful, sexually explicit, exploitative of minors, or otherwise objectionable; infringe, misappropriate, or otherwise violate any patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other intellectual-property or proprietary right of any person; transmit unsolicited commercial communications, spam, bulk messages, or content that violates the CAN-SPAM Act, the Telephone Consumer Protection Act, or any analogous law or platform policy; engage in or facilitate any fraudulent activity, including click fraud, attribution fraud, impression fraud, fake engagement, manipulated metrics, deceptive promotions, or pyramid or similar schemes; violate or facilitate the violation of any U.S. or other applicable export-control, sanctions, anti-bribery, or anti-money-laundering laws; upload, transmit, generate, or distribute any virus, worm, ransomware, spyware, or other malicious code or harmful component; abuse, harass, threaten, or impersonate any person, including AdFactory personnel or other users; crawl, scrape, harvest, mine, index, frame, mirror, or otherwise collect data or content from the Services other than by means of features expressly provided by AdFactory; decompile, disassemble, reverse engineer, or attempt to derive the source code, model weights, training data, prompts, or underlying ideas, algorithms, structure, or organization of the Services; circumvent, disable, or interfere with any rate limit, security, authentication, or access-control feature of the Services; use the Services to develop, train, fine-tune, evaluate, or benchmark any competing AI model, agent, or advertising-creative platform; use the Services in any manner that violates the terms, policies, or guidelines of any third-party platform with which the Services interoperate.
5. INTELLECTUAL PROPERTY
5.1 As between the parties, AdFactory and its licensors own all right, title, and interest in and to the Services, including all software, models, agents, workflows, templates, user interfaces, designs, documentation, know-how, and all related intellectual-property rights worldwide. No rights are granted to you other than those expressly set forth in these Terms. 5.2 Subject to your continued compliance with these Terms and timely payment of all applicable fees, AdFactory grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription. 5.3 “AdFactory,” the AdFactory logos, and all related names, designs, and slogans are trademarks of AdFactory or its affiliates. You may not use any AdFactory trademark without our prior written consent. 5.4 You retain all right, title, and interest in and to any data, materials, prompts, briefs, brand assets, and other content that you submit to or generate through the Services (“Customer Content”). 5.5 Subject to your compliance with these Terms and applicable third-party model terms, as between you and AdFactory, you own the creative outputs generated for you through the Services (“Outputs”). You acknowledge that, due to the nature of generative AI, Outputs may not be unique. 5.6 If you provide AdFactory with any suggestions, ideas, comments, improvements, or other feedback regarding the Services (“Feedback”), you hereby assign to AdFactory all right, title, and interest in and to such Feedback.
6. PAYMENTS AND SUBSCRIPTION TERMS
6.1 Access to paid Services is provided on a subscription or usage basis as set forth in the applicable Order or pricing page. You agree to pay all fees in U.S. dollars when due, without setoff or deduction. Fees are non-refundable except as expressly stated herein or required by applicable law. 6.2 Unless otherwise stated in an Order, subscriptions automatically renew for successive periods equal to the initial subscription term at the then-current rates. 6.3 Except where required by applicable law, all fees and charges are non-refundable. 6.4 Fees are exclusive of all taxes, levies, duties, and similar governmental assessments. 6.5 Payments are processed by third-party payment processors. 6.6 AdFactory may modify pricing at any time effective as of your next renewal term. 6.7 AdFactory may suspend your access to the Services if any payment is past due. 6.8 Certain features rely on third-party AI models, advertising platforms, or other Third-Party Services that may impose their own fees, credits, or usage limits.
7. ADVERTISING, AI, AND ANALYTICS
7.1 You acknowledge that advertising performance depends on numerous factors outside AdFactory’s control. AdFactory makes no representation, warranty, or guarantee regarding the performance or any commercial result. 7.2 The Services include features that use machine-learning models to generate text, images, audio, video, code, and other content. AI Outputs may be inaccurate, incomplete, biased, offensive, misleading, or otherwise unsuitable. You are solely responsible for reviewing all AI Outputs before use. 7.3 AdFactory may use automated tools to detect, filter, block, or remove content that appears to violate these Terms. 7.4 Performance metrics and analytics provided through the Services are estimates derived from third-party data and statistical modeling. 7.5 The Services may include autonomous agents that take actions on your behalf. You are solely responsible for configuring guardrails, budgets, limits, approval workflows, and human review.
8. DISCLAIMERS
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADFACTORY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ADFACTORY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ADFACTORY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. ADFACTORY’S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. INDEMNIFICATION
You will defend, indemnify, and hold harmless AdFactory and its affiliates from and against any and all third-party claims arising out of or relating to: (a) Customer Content; (b) your use of the Services; (c) your violation of these Terms or any applicable law; (d) your violation of any right of any person; (e) any dispute between you and any third party; and (f) any action taken by an autonomous agent within parameters that you configured or accepted.
11. TERM AND TERMINATION
These Terms commence on the date you first access or use the Services and continue until terminated. You may terminate at any time by canceling your account. AdFactory may suspend or terminate at any time for any reason. Upon termination, your right to access and use the Services will immediately cease.
12. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms are governed by and construed in accordance with the laws of the State of Delaware. Any Dispute that cannot be resolved informally will be resolved through final and binding individual arbitration administered by JAMS in Wilmington, Delaware.
13. MISCELLANEOUS
These Terms, together with any Order and any policies referenced herein, constitute the entire agreement between you and AdFactory regarding the Services and supersede all prior or contemporaneous agreements, communications, and proposals.
CONTACT INFORMATION
Questions about these Terms may be directed to: AICEBERG LABS INC 651 N Broad St, Suite 201, Middletown, DE 19709, USA Email: support@adfactory.run