Last updated: May 26, 2026 · Effective date: May 26, 2026
These Terms of Service ("Terms") form a binding agreement between you ("Customer", "you") and Adsup Pro LLC, a Wyoming limited liability company (EIN 61-2350536), operating the AdsUp.Pro service ("AdsUp", "Service", "we", "us", "our"). By accessing, registering for, or using the Service, you accept these Terms in full. If you do not accept, you must not use the Service.
These Terms incorporate by reference our Privacy Policy, Acceptable Use Policy, Refund Policy, Data Processing Addendum, DMCA Policy, Security Overview, and Sub-processors list.
You may use the Service only if (a) you are at least 18 years old, (b) you have legal capacity to enter into binding contracts in your jurisdiction, and (c) you are not located in, ordinarily resident in, or organized under the laws of any country, region, or jurisdiction that is subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom (HM Treasury OFSI), the United Nations Security Council, the Government of Canada, or the Government of Australia ("Restricted Jurisdictions").
Restricted Jurisdictions currently include but are not limited to: Russia, Belarus, Iran, North Korea (DPRK), Cuba, Syria, the Crimea region, the so-called Donetsk People's Republic (DNR), the so-called Luhansk People's Republic (LNR), and the People's Republic of China. We may add or remove jurisdictions from this list at any time without notice to reflect changes in applicable sanctions regimes.
You represent and warrant that you, your business, your beneficial owners, and any individual using the Service on your behalf, are not (i) listed on any sanctions list (including OFAC SDN, EU Consolidated List, UK HMT Consolidated List, UN Security Council Sanctions List, Canadian SEMA, Australian DFAT Consolidated List), (ii) owned or controlled (directly or indirectly, ≥50% in the aggregate) by any person on such lists, or (iii) acting on behalf of any such person. You agree that we may screen you against these lists at any time, including on a recurring basis, and that we may suspend or terminate your account immediately if any match is identified.
The Service is offered in the English language only. By accepting these Terms you confirm that you understand English sufficiently to be bound by them and that you waive any right to receive these Terms or any related communications in another language.
AdsUp is an AI-assisted marketing automation platform that helps businesses plan, create, publish, schedule, manage, and analyze advertising campaigns and social media content across third-party platforms including (without limitation) Meta (Facebook, Instagram, WhatsApp), TikTok, YouTube, Google (Search, Display, Performance Max, YouTube), LinkedIn, Microsoft Advertising, and Apple Ads. The Service uses large language models (LLMs) and image generation models to suggest, draft, and produce content under your direction.
The Service is provided on an "as is" and "as available" basis. We may add, change, suspend, or discontinue features, integrations, or capacities at any time, with reasonable notice for material changes affecting paying customers. Service availability depends on the availability of third-party APIs, networks, and infrastructure outside our control; we accept no liability for disruptions caused by such third parties.
YouTube API Services. Where you connect your YouTube channel to AdsUp via Google OAuth, AdsUp acts as an API client of YouTube API Services. By connecting your YouTube channel, you agree to the YouTube Terms of Service in addition to these Terms. Our processing of your YouTube account data is described in our Privacy Policy and is subject to the Google API Services User Data Policy, including its Limited Use requirements. You may revoke AdsUp's access to your YouTube account at any time via Google Security Settings or via Settings → Connections inside AdsUp.
To use the Service, you must register an account with accurate, current, and complete information. You are solely responsible for: (a) maintaining the confidentiality of your credentials, including any API keys or tokens; (b) all activity that occurs under your account, whether authorized or not; (c) configuring two-factor authentication where offered; and (d) promptly notifying us of any unauthorized access at hello@adsup.pro.
We are not liable for any loss arising from unauthorized use of your account, including unauthorized advertising spend, content publication, or data exfiltration, provided we have implemented commercially reasonable security measures. You must indemnify us for any third-party claims arising from such unauthorized use.
The Service is offered under tiered subscription plans (currently: Demo, Starter, Pro, Business). Plan details, prices, billing periods, and included features are displayed at checkout and in the in-product billing area. By subscribing, you authorize us (and our payment processors) to charge the payment method you provide the applicable subscription fee plus any taxes for the current and each subsequent renewal term.
Auto-renewal disclosure (California Auto-Renewal Law, EU Consumer Rights Directive, German BGB §312k, Quebec Consumer Protection Act, and similar laws): your subscription will automatically renew at the end of each billing period (monthly or annual, as selected) at the then-current published price for your plan, and we will continue to charge your payment method without further action by you, until you cancel. You may cancel at any time, effective at the end of the then-current billing period, through your in-product billing settings or by emailing hello@adsup.pro. For annual plans we will send you a renewal reminder by email at least 15 days before renewal where required by applicable law.
Taxes & gross-up. Prices are exclusive of all sales taxes, VAT, GST, withholding taxes, or similar government levies, which are your sole responsibility. If applicable law requires you to withhold any amount from a payment to us, you must gross up the payment so that we receive the full invoiced amount free of withholding. Where we are required to collect taxes (e.g. EU VAT, UK VAT, AU GST, US state sales tax), we will calculate and add them at checkout via Stripe Tax or equivalent.
Payment methods & crypto. Payments may be made via the methods we offer, including credit/debit cards, ACH, SEPA, local payment methods (PIX, iDEAL, GrabPay, etc., where available), and USDC stablecoin via our payment processor. We are not a money services business; all crypto settlements are processed by our regulated payment partner.
Failed payments & suspension. If a charge fails, we may retry up to four times within 14 days. If unresolved, we may suspend or downgrade your account until payment is current. Suspension does not relieve you of accrued fees.
Chargebacks. Initiating a chargeback against a charge that is not fraudulent is a material breach of these Terms. We reserve the right to immediately suspend your account, dispute the chargeback, recover related fees, and pursue collection of the disputed amount.
Currency & FX. Unless explicitly priced in another currency, fees are quoted and charged in U.S. dollars. Where your payment method bills in a local currency, the exchange rate is set by your card network or processor; we do not bear FX risk.
Refunds. Subject to applicable law, all fees are non-refundable except as set forth in our Refund Policy.
Price changes. We may change prices for new subscription terms with at least 30 days' advance notice by email. Price changes do not apply to a term already paid for.
Your use of the Service is governed by our Acceptable Use Policy, which is incorporated into these Terms. Without limiting the AUP, you must not use the Service to:
The Service connects to third-party platforms via OAuth or comparable authorization protocols. By connecting an account (Meta Business, Google Ads, TikTok Ads, etc.), you (a) authorize us to access, read, write, and act on your behalf on that platform within the permission scopes you grant; (b) appoint us as your limited agent for the sole purpose of carrying out the functions of the Service; and (c) agree that we may cache, encrypt at rest, refresh, and revoke tokens as required to operate the Service.
Third-party platforms have their own terms, fees, and policies, which apply to your use of those platforms. We are not responsible for: outages, API changes, data loss, account suspensions, or policy enforcement actions taken by third-party platforms; for charges by ad platforms (which are payable directly by you to those platforms); or for content moderation decisions made by those platforms. If a third-party platform terminates or restricts your access, your use of the Service may be proportionately impaired without breach by us.
The Service generates suggestions, drafts, summaries, analyses, recommendations, images, and video frames using AI models (currently OpenAI, Google Gemini, and Z.ai GLM). AI output may be inaccurate, outdated, biased, offensive, or infringe third-party rights. You are solely responsible for reviewing, editing, approving, and bearing all consequences of any AI-generated content you choose to publish, run as advertising, send to customers, or otherwise use.
No professional advice. AI output is provided for informational and productivity purposes only and does not constitute legal, medical, financial, tax, accounting, or other professional advice. Do not rely on AI output for decisions with material legal, health, or financial consequences without independent professional review.
AI training data. We use enterprise tiers of AI providers that contractually do not train their models on your content (see our Sub-processors list for current providers and tiers). We do not use your content to train any proprietary model of ours. We may use de-identified, aggregated usage signals to improve the Service.
Generated content ownership. As between you and us, you own the output you generate via the Service, subject to your compliance with these Terms, the AUP, and any applicable third-party model provider terms. We disclaim any warranty that AI output is original, free of third-party rights, or fit for any particular purpose, including commercial use.
AI bot disclosure. Where required by applicable law (e.g. California SB 1001), the Service identifies AI-generated chat replies as AI.
Prompt injection & misuse. We disclaim all responsibility for the consequences of prompt-injection attacks, jailbreak attempts, or third-party content embedded in your inputs that causes the AI to act outside its intended scope. You agree to indemnify us for any third-party claim arising from such inputs.
Our IP. The Service, including all software, models, prompts, templates, designs, documentation, and trademarks (collectively the "AdsUp IP"), is owned by us or our licensors and is protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, we reserve all rights.
Limited license to you. Subject to your compliance with these Terms and timely payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license during the term of your subscription to access and use the Service for your internal business purposes.
Your content; license to us. You retain ownership of all content, data, prompts, files, brand assets, customer data, audiences, and other materials you upload, connect, or generate via the Service ("Customer Content"). You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, modify (only as necessary for technical operation), and otherwise process Customer Content solely (a) to provide and improve the Service to you, (b) to perform the actions you direct (e.g. publish a post, create a campaign, send a reply), (c) to comply with law, and (d) for our internal analytics and security in de-identified, aggregated form.
Your warranties on Customer Content. You represent and warrant that (i) you own or have all necessary rights, licenses, releases, and consents to upload and process the Customer Content, including any photographs of identifiable persons (model releases) and any music or third-party media used in video; (ii) Customer Content does not infringe any third party's intellectual property, privacy, publicity, or other rights; (iii) processing of Customer Content in the manner you direct does not violate any applicable law; and (iv) where Customer Content includes personal data of third parties, you have a lawful basis for providing it to us and have given all required notices to data subjects.
Service Data. "Service Data" means logs, telemetry, metadata, security signals, error reports, and performance data generated by the Service. Service Data is owned by us. We may use Service Data to operate, secure, improve, and develop the Service, including to produce de-identified aggregate statistics and benchmarks (which we may publish provided no individual customer is identifiable).
Feedback. If you send us feedback, ideas, or suggestions, you grant us a perpetual, worldwide, royalty-free, irrevocable, sublicensable license to use that feedback for any purpose, including incorporation into the Service, without obligation to you.
Trademark license. When you connect a third-party account (e.g. a Facebook Page, Instagram profile), you grant us a limited license to display your name, logo, and trademarks within the Service interface solely to identify the connected account to you. We will not use your name or logo in our marketing without your prior written consent.
Each party (the "Receiving Party") may receive non-public information from the other (the "Disclosing Party") marked or reasonably understood as confidential ("Confidential Information"). The Receiving Party shall (a) protect Confidential Information with the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than a reasonable degree of care; (b) use Confidential Information only for the purposes of these Terms; and (c) not disclose Confidential Information to third parties except to its employees, contractors, and sub-processors with a need to know who are bound by similar obligations of confidentiality. The obligations in this Section continue for three (3) years after termination, except that Confidential Information that constitutes a trade secret remains protected so long as it qualifies as such.
Our processing of personal data is described in our Privacy Policy. Where you process personal data of EU/EEA, UK, Brazilian, or other data subjects through the Service such that we act as a processor on your behalf, our Data Processing Addendum applies and is incorporated into these Terms by reference, including the Standard Contractual Clauses (EU Module 2), the UK International Data Transfer Addendum, and the LGPD addendum where relevant.
You acknowledge that the Service involves the transfer of personal data to the United States and other jurisdictions, and you authorize such transfers subject to the safeguards described in the DPA.
The Service is multi-tenant. We use commercially reasonable measures (including logical isolation, ownership-scoped queries, and access controls) to keep your data separate from other customers' data. We disclaim warranties beyond reasonable effort with respect to multi-tenant isolation; in the event of an isolation failure, our liability is subject to Section 14.
From time to time we may make features available labeled as "beta", "preview", "alpha", "experimental", or similar ("Beta Features"). Beta Features are provided "as is" without any warranty, support commitment, or service level. We may modify or discontinue Beta Features at any time without notice. Use of Beta Features is at your own risk.
We target high availability for the Service but do not guarantee specific uptime outside a separately executed service level agreement (SLA). Where an SLA is executed, your sole and exclusive remedy for SLA breaches is service credits as specified therein, not monetary damages. We reserve the right to throttle, rate-limit, queue, or temporarily suspend any usage that we reasonably believe is abusive, fraudulent, harmful to the Service or other customers, or out of step with normal usage patterns, without liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL RELATED MATERIALS, INCLUDING AI OUTPUTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY ADVERTISING CAMPAIGN WILL ACHIEVE ANY PARTICULAR REACH, IMPRESSIONS, CLICKS, CONVERSIONS, REVENUE, OR RETURN ON AD SPEND; (D) AI OUTPUTS WILL BE ACCURATE, ORIGINAL, OR FREE OF THIRD-PARTY RIGHTS; OR (E) DATA WILL NOT BE LOST OR CORRUPTED.
Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (ii) LOSS OF PROFITS, REVENUE, GOODWILL, OPPORTUNITY, OR DATA; (iii) COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; OR (iv) AMOUNT OF AD SPEND PLACED THROUGH OR ATTRIBUTABLE TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Aggregate cap. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS, (B) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, AND (C) YOUR BREACH OF SECTION 5 (ACCEPTABLE USE) OR SECTION 8 (INTELLECTUAL PROPERTY), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (i) THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED U.S. DOLLARS (US$100). THIS LIMIT IS CUMULATIVE AND APPLIES IN THE AGGREGATE TO ALL CLAIMS.
Statutory damages waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE THE RIGHT TO RECOVER STATUTORY DAMAGES (INCLUDING UNDER THE TELEPHONE CONSUMER PROTECTION ACT, CAN-SPAM ACT, BIOMETRIC INFORMATION PRIVACY ACT, OR SIMILAR STATUTES) FROM US, AND YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS ACTUAL DAMAGES, SUBJECT TO THE AGGREGATE CAP.
Basis of bargain. THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE PRICING AND OTHER TERMS OF THIS AGREEMENT AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
By you. You will defend, indemnify, and hold harmless Adsup Pro LLC and its members, officers, employees, contractors, and agents from and against any claim, action, demand, loss, liability, damage, fine, judgment, settlement, cost, and expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) Customer Content (including any claim that it infringes third-party rights or violates law); (c) your advertising campaigns and their compliance with applicable law and platform policies; (d) your breach of these Terms, the AUP, or the DPA; (e) your violation of sanctions, export control, anti-corruption, or anti-bribery laws; (f) prompt-injection or other malicious inputs you submit; (g) any chargeback, refund demand, fraud, or dispute initiated by an end user against you; and (h) any patent infringement claim brought by you or your affiliate against us.
By us (limited). We will defend you against any third-party claim that the Service, as provided by us and used by you in compliance with these Terms, infringes a third party's registered U.S. copyright, trademark, or trade secret, and we will pay damages finally awarded against you in such suit. Our obligation does not apply to claims based on (i) Customer Content; (ii) AI outputs; (iii) modifications of the Service not made by us; (iv) combinations of the Service with non-AdsUp products; (v) Beta Features; (vi) your violation of platform policies; or (vii) any patent claim. If the Service becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may, at our option, (a) procure for you the right to continue using the Service, (b) modify the Service to be non-infringing, or (c) terminate the affected portions of the Service and refund pro-rata prepaid fees. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR THIRD-PARTY IP CLAIMS.
Procedure. The party seeking indemnification must (i) promptly notify the indemnifying party in writing, (ii) give the indemnifying party sole control over the defense and settlement (provided no settlement may impose non-monetary obligations on the indemnified party without consent, not unreasonably withheld), and (iii) reasonably cooperate at the indemnifying party's expense.
These Terms apply from the date you first access the Service and continue until terminated. Either party may terminate for convenience at the end of the then-current billing period via the in-product cancel mechanism or written notice. We may suspend or terminate your account immediately, with or without notice, if (a) you breach these Terms, (b) your use exposes us, the Service, or other customers to security, legal, or sanctions risk, (c) we are required by law, court order, or regulator action, (d) your payment is overdue or charged back, (e) any sanctions screening triggers a hit, (f) a third-party platform suspends or terminates the integration on which your usage relies, or (g) we discontinue the Service or the affected feature.
Effect of termination. Upon termination, your right to access the Service ceases. We will retain your data for thirty (30) days after termination for recovery and legal hold purposes (or longer where required by law), then delete or anonymize it. You may export Customer Content via the Service's data export tools or by request before termination. Sections that by their nature should survive (including 8–9, 13–18, 20, 23) survive termination.
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including: acts of God; war (declared or not), invasion, armed conflict, civil unrest, riot, terrorism, sabotage; epidemics, pandemics, public-health emergencies; fire, flood, earthquake, storm, or other natural disaster; failure of electrical, telecommunications, or internet infrastructure; cyberattack, denial-of-service, ransomware; embargoes, sanctions, government acts, judicial or regulatory orders; banking partner disruption; and immigration, visa, or residency events affecting key personnel of the Service. The affected party shall use reasonable efforts to resume performance and notify the other party.
Each party shall comply with all applicable economic sanctions, export control, anti-money-laundering, anti-bribery, and anti-corruption laws, including the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), the Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and equivalent laws.
Sanctions cascade clause. If, after the effective date, any sanctions authority listed in Section 1 imposes new or expanded sanctions affecting your jurisdiction, your beneficial owners, or your business activities, we may immediately suspend or terminate your account and refund pro-rata unused prepaid fees, subject to any legal restriction on making such refund. You agree that such suspension or termination is not a breach by us.
Banking partner disruption. If our banking or payment partner suspends, restricts, or terminates services to us in a manner that prevents normal operation, we may suspend the Service for up to 30 days while we transition. Such suspension is not a breach.
We may disclose Customer Content or account data in response to a valid subpoena, court order, or other lawful demand. Where not legally prohibited, we will provide the affected customer with reasonable advance notice so they may seek a protective order. We may publish an annual transparency report summarizing the categories and numbers of government requests received.
Informal resolution. Before filing any claim, the parties shall attempt to resolve the dispute through good-faith negotiation for at least 30 days after written notice describing the claim is sent to hello@adsup.pro and to the customer's registered email.
Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules (or, where the dispute amount is below US$250,000, its Streamlined Rules). The arbitration shall take place in Cheyenne, Wyoming, U.S.A., or by videoconference at the arbitrator's discretion. The arbitrator shall apply the substantive law of the State of Wyoming, without regard to its conflicts-of-law principles. Judgment on the award may be entered in any court of competent jurisdiction.
Class action waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S CLAIMS.
Mass arbitration coordination. If 25 or more substantially similar demands for arbitration are filed against us by or with the assistance of the same or coordinated counsel within a 60-day period, the parties agree that those arbitrations shall be sequenced in batches of up to 50, with the parties selecting representative cases for initial determination, and that filing fees and arbitrator-compensation arrangements shall be modified to reflect this batched procedure to avoid abuse.
Costs. Each party shall bear its own attorneys' fees and costs in any proceeding, except that the arbitrator may award attorneys' fees to the prevailing party where the losing party's position was frivolous or brought in bad faith.
Carve-outs. Either party may bring an action in court for injunctive or other equitable relief to protect its intellectual property, confidential information, or to enforce the sanctions and acceptable-use provisions, without first arbitrating.
Severability of arbitration. If the class action waiver is found unenforceable, the arbitration agreement shall be void as to claims subject to the class action waiver. The remaining provisions of the arbitration agreement remain enforceable.
Governing law. Subject to applicable mandatory consumer-protection law of your country of residence, these Terms are governed by the laws of the State of Wyoming, U.S.A., excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
We may update these Terms from time to time. For material changes (changes that expand your obligations, reduce your rights, or affect pricing), we will provide at least 30 days' advance notice by email to your registered address and/or prominent in-product notice. Non-material changes (clarifications, typo fixes, changes to non-binding descriptions) take effect upon posting. If you do not agree to a material change, you may terminate your subscription before the change takes effect for a pro-rata refund of prepaid unused fees.
Acquisition. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets, on notice to you. You may terminate within 30 days of receiving such notice for a pro-rata refund of prepaid unused fees.
Bankruptcy. In the event of our bankruptcy or insolvency, we will use commercially reasonable efforts to provide a 60-day data export grace period for paying customers, subject to the bankruptcy court's authority.
Founder incapacity. The Service is operated by a corporate entity with succession provisions in its operating agreement. Service continuity does not depend on the availability of any single individual.
Source code escrow. Available as an optional add-on for enterprise customers under a separately negotiated agreement.
Adsup Pro LLC
State of Wyoming, U.S.A. (EIN 61-2350536)
Email: hello@adsup.pro · Legal: legal@adsup.pro