1. Acceptance of Terms

Welcome to Adlyse. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Adlyse Inc., a Delaware corporation ("Adlyse," "we," "us," or "our"). By accessing or using the Adlyse platform, website (adlyse.com), mobile application, API, or any related services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" shall include that organization.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

Adlyse provides an AI-powered workforce platform designed for performance marketing teams. The Service uses artificial intelligence and machine learning technologies to analyze data, generate insights, and provide recommendations related to advertising campaigns, budget allocation, creative optimization, audience targeting, and other marketing activities (collectively, "AI Recommendations").

The AI Recommendations provided by the Service are suggestions only and are intended to assist authorized Users in making informed decisions. The Service does not autonomously execute any actions on your advertising accounts, campaigns, or marketing assets without explicit human approval and authorization.

3. User Accounts and Access

To use the Service, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to: (a) provide accurate registration information; (b) maintain and promptly update your information; (c) maintain the security of your account; (d) accept responsibility for all activities under your account; and (e) immediately notify Adlyse of any unauthorized use of your account.

4. AI Recommendations and Human Approval

This section is critical to your use of the Service. Please read it carefully.

4.1 Nature of AI Recommendations

The Service generates AI Recommendations based on data analysis, pattern recognition, and machine learning models. These AI Recommendations may include, but are not limited to: suggested changes to advertising campaigns, budget reallocation proposals, bid adjustments, audience targeting modifications, creative content suggestions, and performance optimization strategies.

All AI Recommendations are informational and advisory in nature only. They do not constitute professional advice, financial advice, or a guarantee of any particular outcome.

4.2 Human-in-the-Loop Requirement

The Service is designed with a human-in-the-loop architecture. No AI Recommendation is executed or implemented unless and until an authorized User explicitly reviews, approves, and authorizes its execution. By approving an AI Recommendation, you confirm that you have:

Reviewed and understood the proposed action and its potential consequences;
Exercised your own independent judgment regarding the appropriateness of the action;
Determined that the proposed action is consistent with your business objectives, risk tolerance, and applicable laws and regulations;
Accepted full responsibility for the outcomes and results of the approved action.

4.3 User Responsibility for Approved Actions

YOU ACKNOWLEDGE AND AGREE THAT: Once you approve, authorize, confirm, or otherwise consent to the execution of any AI Recommendation, you assume sole and complete responsibility for the outcomes, results, and consequences of that action. This includes, without limitation, any impact on campaign performance, advertising spend, revenue, return on investment, audience reach, brand reputation, or any other business metric.

Adlyse shall not be liable for any losses, damages, costs, or expenses arising from or related to actions that you have reviewed, approved, and authorized through the Service, regardless of whether such actions were originally suggested by the AI.

4.4 No Guarantee of Results

Adlyse does not guarantee, warrant, or represent that any AI Recommendation will achieve any specific result, performance metric, or business outcome. Past performance, simulations, forecasts, or projections presented by the Service are not indicative of future results. Marketing outcomes are inherently uncertain and subject to numerous factors beyond the control of Adlyse or its AI models.

4.5 Duty to Review

You have an ongoing duty to review all AI Recommendations before approval. Blanket approvals, automatic approval settings (if available), or failure to meaningfully review AI Recommendations before approval does not diminish your responsibility for the resulting outcomes. You acknowledge that you are in the best position to evaluate the suitability of any recommended action for your specific business context.

5. Acceptable Use

You agree not to use the Service to:

Violate any applicable law, regulation, or third-party rights;
Upload, transmit, or input any data that is unlawful, harmful, or infringes intellectual property rights;
Attempt to reverse-engineer, decompile, or derive the source code of the Service or its AI models;
Interfere with, disrupt, or create an undue burden on the Service or its infrastructure;
Use the Service to engage in fraudulent, deceptive, or misleading advertising practices;
Circumvent any access controls, usage limits, or security measures;
Use automated means to access the Service except through provided APIs;
Resell, sublicense, or redistribute access to the Service without prior written consent.

6. Intellectual Property

The Service, including all software, algorithms, AI models, interfaces, documentation, and content (excluding User Data), is owned by Adlyse and is protected by intellectual property laws. These Terms do not grant you any ownership rights in the Service.

You retain all rights to the data you input into the Service ("User Data"). You grant Adlyse a limited, non-exclusive, worldwide license to use, process, and analyze User Data solely for the purpose of providing and improving the Service.

7. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Service. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law.

8. Fees and Payment

Access to certain features of the Service may require payment of fees as described in your subscription plan or order form. All fees are quoted in U.S. dollars unless otherwise specified. Fees are non-refundable except as expressly stated in these Terms or required by applicable law.

Adlyse reserves the right to modify its pricing with thirty (30) days' prior written notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ADLYSE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.

Without limiting the foregoing, Adlyse does not warrant that: (a) the Service will meet your specific requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the AI Recommendations will be accurate, complete, or suitable for your circumstances; (d) any results obtained from the Service will be accurate or reliable; or (e) any errors in the Service will be corrected.

You expressly understand and agree that your use of the Service, and any reliance on AI Recommendations, is at your sole risk.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADLYSE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE OR ANY AI RECOMMENDATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

WITHOUT LIMITING THE FOREGOING, ADLYSE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR COSTS ARISING FROM OR RELATED TO ACTIONS APPROVED, AUTHORIZED, OR EXECUTED BY YOU BASED ON AI RECOMMENDATIONS PROVIDED BY THE SERVICE.

In any event, Adlyse's total aggregate liability arising out of or related to these Terms or the Service shall not exceed the greater of: (a) the total fees paid by you to Adlyse in the twelve (12) months preceding the claim; or (b) one hundred U.S. dollars ($100).

11. Indemnification

You agree to indemnify, defend, and hold harmless Adlyse and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your approval or execution of any AI Recommendation; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your infringement of any third-party rights.

12. Third-Party Integrations

The Service may integrate with third-party advertising platforms, analytics services, and other tools ("Third-Party Services"). Your use of Third-Party Services is subject to their respective terms and conditions. Adlyse is not responsible for the availability, accuracy, or functionality of Third-Party Services, nor for any actions taken on Third-Party Services pursuant to AI Recommendations you have approved.

13. Term and Termination

These Terms are effective upon your first access or use of the Service and continue until terminated. Either party may terminate these Terms at any time by providing written notice. Adlyse may also suspend or terminate your access immediately if you breach these Terms.

Upon termination: (a) your right to access the Service ceases immediately; (b) you remain liable for any fees owed; (c) Sections 4, 6, 7, 9, 10, 11, 14, and 15 survive termination.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines otherwise.

YOU AGREE THAT ANY CLAIMS SHALL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

15. General Provisions

15.1 Modifications

Adlyse reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Service after such modifications constitutes your acceptance of the revised Terms.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.3 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms or subscription agreements, constitute the entire agreement between you and Adlyse regarding the Service and supersede all prior agreements and understandings.

15.4 Assignment

You may not assign or transfer these Terms without Adlyse's prior written consent. Adlyse may assign these Terms without restriction.

15.5 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

15.6 Contact Information

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

Adlyse Inc.

Email: support@adlyse.com

Website: https://www.adlyse.com

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.