Terms of Service (ToS) of Pardios Inc. for the Use of the CreatorAdX.com Platform by U.S. Business Users
Version: ToS-US-v1.5-2025-06-22
Effective Date: June 22, 2025
Executive Summary
These Terms govern your use of the CreatorAdX.com platform. They define your rights and obligations, describe billing, licensing, liability, data privacy, and dispute resolution. These Terms form a legally binding agreement under U.S. law. By continuing, you accept these Terms in full. Please read carefully.
1. Scope and Contracting Parties
These Terms of Service ("Terms") constitute a legally binding agreement between Pardios Inc., a Delaware corporation with its principal office in San Francisco, CA ("Provider"), and any business entity, professional individual, or authorized agent ("Client") accessing or using the CreatorAdX.com platform in a commercial capacity.
These Terms apply exclusively to business users and expressly exclude consumers as defined under U.S. state and federal law. By checking the acceptance box or accessing the platform, Client certifies that it is acting solely in a business or professional capacity and possesses the legal authority to enter into this contract on behalf of its organization, company, or business.
The relationship between the parties is governed by these Terms and by applicable U.S. federal law and the laws of the State of California, without regard to conflict-of-law provisions.
2. Definitions
Key terms used throughout these Terms (e.g., “Content”, “Dashboard”, “Organic Impression”, “Platform Usage Policy”) are defined in the Definitions Annex referenced in Section 28. This glossary forms an integral part of these Terms and shall govern the interpretation of any defined term. In the event of ambiguity or conflict, the Definitions Annex shall take precedence over common or implied meanings.
3. Services Provided
The Provider offers a cloud-based platform (the “Platform”) that allows Clients to upload, review, and submit content for potential distribution across various third-party platforms. Distribution is conducted via pseudonymous or system-managed social media profiles owned by the Provider.
Use of the Platform is limited to functionalities explicitly made available through the user interface or authorized API access. Provider does not warrant or guarantee the publication of any submitted content. Content visibility and delivery depend on editorial review, algorithmic performance, and third-party acceptance, which are outside of Provider’s control.
The Platform is provided “as is” and “as available” without warranty of uninterrupted access or availability. The Provider reserves the right to modify or discontinue any aspect of the Platform at any time without liability.
4. Access and Review Process
Access to the Platform is subject to the Provider’s internal eligibility review and may be granted or denied at its sole discretion. This review may include, but is not limited to, verification of business legitimacy, compliance history, content type, or risk assessment.
The review process may take up to thirty (30) U.S. business days and does not constitute a service-level commitment. The Provider is under no obligation to approve any Client, and reserves the right to deny access without explanation.
Submitted content will be reviewed manually and may be rejected or withheld from distribution for any reason, including legal concerns, policy violations, content quality, platform restrictions, or reputational risk.
Billing commences only after explicit approval is granted by the Provider and access to the platform is enabled. Until then, no fees will be charged and no services are considered rendered.
5. Licensing and Usage Rights
Client hereby grants the Provider a non-exclusive, transferable, sub-licensable, irrevocable, worldwide, royalty-free license to use, reproduce, modify, adapt, analyze, publicly display, and distribute all Content uploaded to the Platform, solely for purposes related to the provision, improvement, marketing, and operation of the Platform.
This license includes the right to create derivative works and to use excerpts or modified versions of the Content, including for algorithmic training or optimization, unless otherwise agreed in writing.
Client affirms that it owns or controls all necessary intellectual property, moral rights, and publicity rights in and to the Content, including rights in any trademarks, logos, names, images, or likenesses depicted therein. Client waives any right to inspect, approve, or receive compensation for such use, unless required by law.
This license survives termination of the Agreement for any Content previously submitted or published.
6. Content Responsibility & Compliance
Client is solely and fully responsible for the legality, accuracy, and compliance of all Content submitted to the Platform. Client warrants that all uploaded materials comply with applicable U.S. federal, state (including California), and local laws, including but not limited to intellectual property rights, trademark law, right of publicity, consumer protection, advertising standards, and privacy regulations such as the California Consumer Privacy Act (CCPA/CPRA).
Content must not be infringing, defamatory, obscene, misleading, deceptive, harassing, discriminatory, unlawful, or generated using unauthorized AI systems. Client may not submit Content that impersonates individuals or organizations, promotes illegal activity, or infringes on the rights of others, including moral rights or rights of publicity.
Client affirms that it holds all necessary rights, licenses, and permissions to use and publish all elements of the submitted Content, including any third-party trademarks, copyrighted materials, personal likenesses, voice recordings, or location data.
Provider reserves the right, but not the obligation, to review, remove, block, or report any Content that violates these Terms or applicable law. Submission of prohibited Content may result in suspension or termination of access without prior notice.
7. Social Media Account Ownership
All social media accounts, handles, usernames, pages, or other identifiers created, managed, or provisioned by the Provider through the Platform (collectively, “Accounts”) remain the sole and exclusive property of the Provider.
Client acknowledges that such Accounts are created for the operational functionality of the Platform and not for individual ownership, branding, or external access. Client has no rights to claim, access, transfer, assume control over, or demand deletion of any Account, unless expressly agreed in a signed and separately negotiated written agreement.
The Provider reserves the right to modify, repurpose, archive, or deactivate any Account at its sole discretion, including in cases of termination, inactivity, or compliance violations.
8. Pricing and Billing
Fees are calculated based on organic impressions measured through the Provider’s proprietary analytics systems or verified third-party tools, unless otherwise agreed in writing. The applicable rates, billing methods, and measurement definitions are published at [CreatorAdX.com] and may be updated from time to time with at least thirty (30) days’ prior notice.
Unless otherwise agreed in writing, billing is usage-based and invoiced post-approval of submitted Content. No fees are incurred prior to the Provider's explicit content approval and publication. The Client agrees to pay all undisputed invoices within seven (7) calendar days of the invoice date. Late payments may incur interest at the maximum rate allowed by law and may result in suspension of services.
All amounts are stated exclusive of applicable taxes, duties, or levies, which will be added where required by law. The Client is solely responsible for payment of any such taxes unless a valid exemption certificate is provided.
Disputes regarding invoiced amounts must be raised in writing within ten (10) days of the invoice date. Failure to do so constitutes acceptance.
9. Budget Monitoring
Clients may activate optional budget alerts within the Platform. These alerts are informational only and do not constitute a hard spending limit or enforceable cap unless explicitly configured in writing and confirmed as system-enforced.
Client remains solely responsible for monitoring usage, costs, and spending thresholds at all times. The Provider is not liable for any unexpected charges, including but not limited to those caused by viral reach, automated bot activity, reporting delays, technical errors, or third-party platform behavior, unless a system-enforced cap has been pre-approved in writing.
The budget alert feature is provided “as is” without warranty or guarantee of real-time accuracy.
10. No Performance Guarantees
The Provider does not guarantee any specific level of visibility, reach, engagement, conversion, virality, or return on investment (ROI). Results depend on numerous external factors, including but not limited to content quality, third-party platform algorithms, audience behavior, market fluctuations, and timing.
Client acknowledges that platform performance may be influenced by third-party service disruptions (e.g., API outages), internal testing, algorithm changes, and other events beyond the Provider’s control. No refunds or credits shall be issued due to lack of results, limited performance, or adverse platform metrics, unless expressly stated in a signed agreement or SLA.
All services are provided “as is” without express or implied performance warranties, including merchantability or fitness for a particular purpose.
11. Limitation of Liability
To the fullest extent permitted by applicable law, the Provider’s total cumulative liability for any and all claims arising out of or related to these Terms or use of the Platform shall not exceed the total amount paid by the Client to the Provider under this agreement in the six (6) months preceding the event giving rise to the claim.
In no event shall the Provider be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, data, goodwill, or business opportunities, even if advised of the possibility of such damages.
This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and applies even if any limited remedy fails of its essential purpose.
Nothing in this clause limits or excludes liability for gross negligence, willful misconduct, or any liability that cannot legally be limited under applicable law.
12. Waiver of California Civil Code Section 1542
Client expressly waives the protections of Section 1542 of the California Civil Code, which states:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release and that, if known by them, would have materially affected their settlement with the debtor or released party."
By accepting these Terms, Client acknowledges that this waiver is knowing, voluntary, and has been negotiated or reviewed in the context of a commercial business relationship. This waiver applies to any release or limitation of liability described in these Terms to the fullest extent permitted by California law."A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist..."
13. Privacy and Data Processing
Client acknowledges and agrees that the Provider collects, stores, processes, and uses business and personal data in accordance with applicable U.S. federal laws and the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA).
No personal data is sold or rented to third parties. Data is processed strictly for the purposes of account administration, content delivery, platform optimization, fraud prevention, compliance, and analytics. Client authorizes Provider to engage trusted sub-processors and infrastructure vendors for such purposes, subject to confidentiality and data security obligations.
Clients may exercise their CCPA/CPRA rights, including the right to know, delete, correct, or opt out of the sharing of personal information, by emailing privacy@creatoradx.com. A dedicated Data Processing Addendum (DPA) is available upon request and forms part of these Terms when executed.
All data is stored in secure environments within the United States and is subject to industry-standard technical and organizational safeguards. The Provider maintains records of processing and implements appropriate data minimization and retention policies.
14. CAN-SPAM and Electronic Communication
All commercial communications sent by the Provider comply with the CAN-SPAM Act of 2003. By accepting these Terms, the Client consents to receive legally binding communications, including notices, invoices, and policy updates, via electronic means such as email and dashboard notifications.
The Client agrees that electronic communications shall satisfy any legal requirement for written notice under the E-SIGN Act (15 U.S.C. § 7001 et seq.). All communications will be deemed received upon transmission, unless the Provider is notified of a delivery failure.
Every marketing-related email includes a valid return address and an unsubscribe mechanism. Opting out of marketing emails does not affect the receipt of essential service communications or legal notices.
15. DMCA Compliance
The Provider respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512).
If you believe that any content hosted or distributed via the Platform infringes your copyright, you may submit a written DMCA takedown notice to the Provider’s designated agent at dmca@creatoradx.com. To be effective under the DMCA, your notice must include the following:
Your full legal name and contact information (email, address, phone);
A description of the copyrighted work you claim has been infringed;
A description of the material you believe to be infringing and where it appears on the Platform;
A good faith statement that the use is not authorized by the copyright owner, its agent, or the law;
A statement under penalty of perjury that the information in your notice is accurate;
Your electronic or physical signature.
Upon receipt of a valid notice, the Provider may remove or disable access to the allegedly infringing content and notify the affected party. Repeat infringers may have their accounts terminated at the Provider’s discretion.
The Provider disclaims liability for third-party content to the fullest extent permitted by the DMCA and operates under its safe harbor provisions.
16. Dispute Resolution and Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any breach thereof, shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
The place of arbitration shall be San Francisco County, California, and the proceedings shall be conducted in English. The arbitration shall be conducted by a single arbitrator with experience in commercial contracts and technology law.
The parties expressly waive any right to a trial by jury and agree that arbitration is the exclusive remedy for all disputes. Neither party shall bring or participate in any class, collective, consolidated, or representative action or arbitration.
This clause shall survive the termination of these Terms. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
17. Force Majeure
The Provider shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, cyberattacks, labor disputes, war, terrorism, civil unrest, government action, embargoes, utility failures, power outages, or the unavailability or malfunction of telecommunications, hosting, or third-party platform services.
Such events shall suspend the Provider’s performance for the duration of the disruption. If such delay continues for more than thirty (30) days, either party may terminate the affected service upon written notice, without liability.
Force Majeure does not excuse payment obligations for services already rendered or amounts already due.
The Provider agrees to use reasonable efforts to mitigate the effects of any Force Majeure event.
18. Export Compliance and Sanctions
Client represents and warrants that neither it nor any of its affiliates, owners, directors, officers, or authorized users are: (a) located in or a resident of a country or territory subject to comprehensive U.S. trade sanctions or embargoes (including Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, or Luhansk regions of Ukraine); or (b) listed on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals (SDN) List, the Entity List, or the Denied Persons List.
Client agrees not to use the Platform or any of its features for any end use prohibited by U.S. export control laws, including nuclear, missile, chemical or biological weapons proliferation activities, or military end use in restricted countries.
Client agrees to promptly notify the Provider if it or any user becomes subject to such restrictions during the term of these Terms.
The Provider reserves the right to immediately suspend or terminate access if it determines, in its sole discretion, that continued performance would violate applicable sanctions or export control laws.
19. Use of AI Technologies
The Provider may use artificial intelligence (AI), including machine learning models and automated systems, to analyze Content, enhance performance, personalize features, detect anomalies, or generate recommendations. These technologies are designed to operate in accordance with U.S. federal guidance, including the NIST AI Risk Management Framework and applicable FTC policies.
Client acknowledges and agrees that non-personal Content submitted to the Platform may be used as training input to improve Provider’s proprietary AI models, unless expressly excluded in writing. No personal data or identifiable information shall be used for model training without prior informed consent.
The Provider does not use generative AI systems to autonomously produce or publish final Content unless explicitly enabled and reviewed by the Client. All outputs remain subject to human review and editorial control.
Provider maintains reasonable transparency, bias mitigation, explainability, and security practices consistent with current U.S. and international AI governance standards.
20. Publicity and Brand Use
Client shall not use the Provider’s name, trademarks, service marks, trade dress, domain names, or logos (collectively, “Marks”) in any advertisement, publication, press release, case study, marketing collateral, or public communication without the Provider’s prior written consent in each instance.
The Provider may, with the Client’s prior written or documented email consent, include the Client’s name, logo, and factual description of the engagement for marketing purposes, including on the Provider’s website, investor presentations, and sales materials.
Each party retains all rights, title, and interest in and to its respective Marks. Nothing in these Terms grants any license or ownership interest except as expressly set forth herein. Unauthorized use of a party’s Marks shall constitute a material breach.
All publicity must be accurate and non-disparaging. Either party may revoke any granted permission upon written notice.
21. Platform Usage Policy and API Access
Use of the CreatorAdX.com platform, including all APIs and automated integrations, is subject to the Platform Usage Policy available at [creatoradx.com/platform-policy]. Violations may result in suspension or termination. The policy includes fair usage limits, rate limits, and uptime standards.
22. Service Level Agreement (SLA)
The Platform is provided on a best-effort basis without guaranteed uptime, unless a separate Service Level Agreement (SLA) has been executed in writing and signed by both parties.
Enterprise Clients may request a custom SLA to define specific performance parameters, including:
Monthly uptime percentage;
Support response and resolution times;
Notification protocols for planned maintenance or outages.
Any SLA must be explicitly agreed upon in a standalone addendum. In the absence of such an agreement, the Provider disclaims all warranties related to uptime, availability, or platform responsiveness.
The Provider may perform maintenance or updates during off-peak hours with reasonable notice. Emergency maintenance may be performed without notice when necessary to maintain security, compliance, or performance.
Failure to meet performance objectives under a valid SLA may result in service credits as the Client’s sole and exclusive remedy. Service credits do not apply to downtime caused by Force Majeure, third-party failures, scheduled maintenance, Client-side issues, or noncompliance with the Terms.
23. Termination
Either party may terminate these Terms for convenience by providing thirty (30) days’ written notice to the other party. The Provider may suspend or terminate access immediately upon notice if the Client breaches these Terms, violates applicable law, or engages in conduct that may harm the Platform, the Provider’s reputation, or third parties.
Upon termination:
Any unpaid fees accrued prior to the termination date remain due and payable;
The Provider may, but is not obligated to, retain or archive submitted Content unless required by law or contractual obligation;
Published Content will remain online unless Client explicitly requests its removal in writing;
Client’s access credentials, integrations, and accounts will be deactivated without liability to the Provider;
Neither party shall have any further obligations except as expressly provided in these Terms, including surviving clauses (e.g., licensing, liability, arbitration, privacy, and compliance obligations).
Termination does not entitle the Client to refunds, credits, or damages except as required by an executed SLA or applicable law.
24. Governing Law
These Terms and any related disputes or claims shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, and the applicable laws of the United States.
Exclusive jurisdiction and venue for any permitted legal action or proceeding shall lie in the state or federal courts located in San Francisco County, California. The parties expressly waive any objection to personal jurisdiction, venue, or forum non conveniens in those courts.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. No other state, national, or international laws shall apply unless expressly stated in these Terms or required by applicable U.S. federal law.
This clause survives the termination or expiration of these Terms.
25. Modification of Terms
The Provider reserves the right to modify these Terms at any time by providing written notice to the Client at least thirty (30) days in advance. Notification may be made via email, dashboard alert, or other electronic means.
If the Client continues to use the Platform after the effective date of the modifications, such use shall constitute acceptance of the updated Terms. If the Client objects to the changes, it must notify the Provider in writing and may terminate the agreement before the effective date without penalty.
No modification shall apply retroactively. Material changes affecting fees, scope of services, dispute resolution, or data rights shall be clearly identified in the notice.
Archived versions of all prior Terms are available upon written request for compliance purposes.
26. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
The invalid or unenforceable provision shall be interpreted, limited, or modified to the minimum extent necessary to render it valid and enforceable, while preserving, to the maximum extent possible, its original intent and economic effect.
If such modification is not possible, the provision shall be deemed severed and replaced with a valid provision that most closely approximates the original purpose. This clause applies notwithstanding any governing law to the contrary.
27. Agreement Acceptance and Logging
By clicking “I Agree,” checking the applicable box, or using the Platform after being presented with these Terms, the Client confirms full understanding and acceptance of this Agreement. This acceptance constitutes a legally binding electronic signature in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA), as adopted by applicable state law.
The Provider maintains verifiable records of acceptance, including timestamp, IP address, browser metadata, and versioning of the Terms, for evidentiary purposes. Such acceptance is enforceable as if physically signed in writing and shall not be subject to repudiation or challenge based on form or medium.
These logs are maintained securely and may be disclosed in the event of a legal dispute, audit, regulatory inquiry, or arbitration.
By accepting, the Client acknowledges having read, understood, and agreed to all provisions of this Agreement in their entirety.
28. Definitions Annex
All defined terms used in these Terms (including but not limited to "Content", "Impression", "Organic Impression", "Third-party Platforms", "Dashboard", "SLA", "Platform Usage Policy") are further described in a separate Definitions Annex, available at [creatoradx.com/definitions].
For convenience, a non-binding German translation of these Terms is available upon request. Only the English version is legally binding.
Electronic Execution
Signed electronically by:
Client: ________________________ Date: ____________
Provider: Pardios Inc.
