Terms and Conditions

1.1. Preamble and Parties: These Terms and Conditions of Use (hereinafter, the "Terms") constitute a legally binding agreement between SaleADS CORP (hereinafter, "SaleADS", "we", or the "Company"), an entity incorporated under the laws of the State of Florida, and the natural person or legal entity that registers, accesses, or uses our platform (hereinafter, the "User" or "Client").

1.2. B2B Nature (Business-to-Business): The User represents and warrants that they are contracting the service in their capacity as a professional, entrepreneur, marketing agency, or commercial entity, with the purpose of utilizing the platform as a tool for their economic or professional activity. Consequently, the User acknowledges that regulations regarding final consumer protection (B2C) intended for domestic or personal use do not apply, expressly waiving any rights of withdrawal (cooling-off periods) inherent to said legislations.

1.3. Acceptance and Electronic Signature (OAuth): Access to the platform requires prior authentication via external identity providers (Google OAuth). By completing their authentication and clicking the "I AGREE" (or "ACEPTO") button, the User manifests their express consent. The User accepts that the combination of their verified identity (Token) and the time record (Timestamp) constitutes an Advanced Electronic Signature.

1.4. Modifications to the Agreement: SaleADS may modify these terms. Minor changes shall be published on the web; substantial changes shall be notified via email/dashboard. Continued use implies acceptance.

2.1. Nature of the Service (SaaS): SaleADS provides a software-as-a-service platform ("SaaS") that integrates data processing tools and generative artificial intelligence ("AI") to assist the User in the creation of advertising campaigns. The User acknowledges that SaleADS acts solely as a provider of technological tools and not as an advertising agency, legal consultant, or strategic partner.

2.2. Grant of Limited License (SaaS): Subject to strict compliance with these Terms and the punctual payment of applicable fees, SaleADS grants the User a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the software platform hosted in the cloud (SaaS) exclusively through the provided web interface, and solely for the User's internal business purposes (or for the management of campaigns for their end clients, in the case of Agencies).

2.3. License Restrictions: The User acknowledges that they do not acquire any proprietary rights over the software, source code, algorithms, or infrastructure of SaleADS. It is strictly prohibited to:

a) Reverse Engineering: Decompile, disassemble, or attempt to derive the source code of the platform.

b) Competitive Use: Utilize the service to develop a competitive product or service, or to copy features, functions, or graphics of SaleADS ("Benchmarking").

c) Resale of Access: Sell, rent, lend, or share access credentials with unauthorized third parties (including "Time-sharing" or "Service bureau use").

d) Unauthorized Automation: Utilize bots, scrapers, or any automated method to access the system without express permission.

2.4. Use of Artificial Intelligence and "Hallucinations": The platform utilizes third-party AI models (including, but not limited to, Google Vertex AI and Runware) that operate under probabilistic, non-deterministic principles.

A) No Guarantee of Accuracy: The User acknowledges and accepts that the AI may generate incorrect, offensive, inaccurate, or fictitious content (a phenomenon known as "Hallucinations"). SaleADS DOES NOT guarantee the veracity, accuracy, or legality of any text, image, or configuration generated by the AI.

B) Mandatory Human Supervision (Human-in-the-Loop): The User agrees that it is their sole and absolute responsibility to review, verify, and edit any content generated by the platform prior to its publication or commercial use. The use of any AI "Output" without prior human review is performed at the User's own risk.

2.5. Reliance on Third Parties: The operation of SaleADS relies on APIs and third-party services (Meta, Google, AI processors). SaleADS shall not be liable for interruptions, errors, or changes in the policies of said third parties that affect the functionality of the platform.

2.6. Prohibition on Use for Advice: SaleADS' AI is not designed nor authorized to offer legal, medical, financial, or professional advice. Any content generated in these scopes must be validated by a qualified professional.

3.1. Eligibility and Age of Majority: By registering with SaleADS, the User represents and warrants that they are at least eighteen (18) years of age (or the legal age of majority in their jurisdiction or country) and possess full legal capacity to enter into binding contracts. Access to the platform by minors is prohibited. SaleADS reserves the right to terminate any account if it detects that it was created by a minor, without right to refund.

3.2. Truthfulness and Representation Authority: Access to the service requires the User to provide current, complete, and accurate information.

3.2.1. Duty of Truthfulness: The User obligates themselves to provide current, complete, and accurate information during the registration process and to maintain said information updated at all times.

3.2.2. Warranty of Corporate Authority: If the User registers or utilizes the service on behalf of a corporate entity (such as a Marketing Agency, Partnership, or Company), they represent and warrant that they possess the necessary legal authority, powers, and permissions to bind said entity to these Terms and Conditions. SaleADS reserves the right to request documentation proving said representation at any moment.

3.3. Named License and Prohibition of Shared Accounts: Access credentials (username and password or OAuth token) are personal, non-transferable, and for the exclusive use of the designated individual.

3.3.1. Prohibition of "Pooling": It is strictly prohibited to share credentials among multiple employees or to utilize a single account to service multiple simultaneous users. Each individual accessing the platform must possess their own paid license ("Seat").

3.3.2. Concurrency Blocking: SaleADS monitors session and IP concurrency. The detection of suspicious simultaneous access shall result in the immediate blocking of the account.

3.4. Reliance on External Authentication and Access Recovery: The User is the sole responsible party for safeguarding access to their identity provider account (e.g., Google Account).

3.4.1. Loss of External Access: Given that SaleADS utilizes federated authentication (OAuth), if the User loses access to their primary email account or is suspended by Google, they will automatically lose access to SaleADS. SaleADS does not possess the technical capacity nor the legal obligation to restore access to accounts whose original identity provider has been compromised or closed.

3.5. Account Ownership Disputes: SaleADS shall not act as an arbitrator in internal organizational disputes. In the event of a conflict regarding the ownership of an account:

a) Domain Criteria: If the account was registered with a corporate email (e.g., @companyname.com), SaleADS shall recognize the ownership right of the entity holding title to said web domain.

b) Personal Accounts: If the account was registered with a generic email provider (e.g., Gmail, Yahoo), the account shall legally belong to the person possessing the access credentials to said email, regardless of who paid the subscription fees.

Warning: SaleADS strongly recommends that companies and agencies register their accounts utilizing exclusively corporate email addresses under their administrative control to avoid loss of access.

3.6. Termination for Inactivity (Free Accounts): For accounts under the free, trial, or "Freemium" modality, SaleADS reserves the right to deactivate and delete the account and all associated data if no activity (login) is detected for a period exceeding ninety (90) days, without prior notice and without liability for data backup.

3.7. Compliance with Export Controls and Sanctions (OFAC/EAR): The User acknowledges that the Platform, the software, and the underlying technology are subject to the export control laws and economic sanctions of the United States.

3.7.1. Status Declaration (Blacklists): The User represents and warrants that neither they, nor their ultimate beneficial owners, nor the entity they represent appear on any list of prohibited or restricted parties of the U.S. Government, including the Specially Designated Nationals list (SDN List) of the OFAC (Office of Foreign Assets Control) or the "Entity List" of the Department of Commerce.

3.7.2. Prohibited Jurisdictions: The User warrants that they shall not access or utilize the platform from, nor for the benefit of, any country or territory subject to a comprehensive embargo by the United States (including, to date: Cuba, Iran, North Korea, Syria, Russia, and the occupied regions of Ukraine).

3.7.3. Resale Restriction: The User undertakes not to export, re-export, or transfer access to the platform, directly or indirectly, to any prohibited entity or person described in the foregoing points.

3.7.4. Termination for Breach: SaleADS reserves the right to immediately suspend or terminate the service, without prior notice and without obligation of refund, if it detects any technical (IP) or financial connection suggesting a violation of these restrictions. SaleADS shall cooperate fully with federal authorities if illicit activity is detected.

The User acknowledges and agrees that the Platform, including its source code, visual interfaces, structure, algorithms, data models, system "prompts," and documentation, are the exclusive property of SaleADS CORP and its licensors.

Trademark Protection: Likewise, the User acknowledges that the name "SaleADS," the logo, the interface design ("Look and Feel"), and any other product or service name mentioned on the platform are trademarks or trade dress of SaleADS, regardless of whether they have been formally registered with a patent or trademark office.

Prohibition of Use: The User may not use, copy, or imitate SaleADS's trademarks in meta-tags, advertising keywords, or hidden materials without the prior written consent of the Company. These Terms do not transfer to the User any ownership right over the underlying technology or the brand.

4.1. Ownership of the Platform (SaleADS): The User acknowledges and agrees that the Platform, including its source code, visual interfaces, structure, algorithms, data models, system "prompts," documentation, and trademarks, are the exclusive property of SaleADS CORP and its licensors.

4.1.1. Trademark Protection: Likewise, the User acknowledges that the name "SaleADS," the logo, the interface design ("Look and Feel"), and any other product or service name mentioned on the platform are trademarks or trade dress of SaleADS, regardless of whether they have been formally registered with a patent or trademark office.

4.1.2. Prohibition of Use: The User may not use, copy, or imitate SaleADS's trademarks in meta-tags, advertising keywords, or hidden materials without the prior written consent of the Company. These Terms do not transfer to the User any ownership right over the underlying technology or the brand.

4.2. Ownership of "Inputs" (User Material): The User retains full title to all data, texts, brands, logos, and files that they upload or input into the platform ("Inputs"). The User is the sole responsible party for the legality, reliability, and ownership of their Inputs.

4.2.1. Operation License: By uploading Inputs, the User grants SaleADS a worldwide, non-exclusive, royalty-free license to host, copy, process, and display said Inputs for the sole purpose of providing the contracted service.

4.3. Assignment of Rights regarding "Outputs" (Agency Model): SaleADS acknowledges that the User's commercial objective is to utilize the text and images generated by the AI ("Outputs") for their advertising campaigns.

a) Conditional Assignment: Subject to the full and effective payment of subscription fees, SaleADS assigns and transfers to the User all its rights, title, and interest in and to the Outputs generated specifically by the User.

b) Freedom of Content Resale: Unlike the software use license (which is non-transferable), the User is expressly authorized to sublicense, sell, transfer, or publish the Outputs (Final results) on behalf of their own end clients (e.g., brands or advertisers) for commercial purposes.

c) Legal Disclaimer regarding AI: The User acknowledges that, under current laws, content generated purely by AI may not be eligible for federal Copyright registration. SaleADS assigns the rights it possesses, but does not guarantee the registrability of the works.

d) Survival of Rights: The intellectual property rights assigned to the User regarding generated and paid Outputs shall survive indefinitely, even after the termination or cancellation of this Agreement. The termination of the service does not retroactively revoke licenses already paid for, except in cases of fraud or chargeback described in clause 4.4.

4.4. Payment Resolutory Condition and License Revocation: The transfer of rights regarding Outputs described in section 4.3 is strictly conditioned upon the good financial standing of the account.

a) Retroactive Effect of Disputes: The User acknowledges that the filing of a bank chargeback or payment dispute without valid technical justification verified by SaleADS constitutes a material breach of these Terms. In such event, the use license regarding all materials historically generated by that account is retroactively revoked.

b) Copyright Infringement: If the User continues to use, publish, or commercially exploit any Output after having reversed the corresponding payment, said use shall be considered a Willful Copyright Infringement. SaleADS reserves the right to pursue legal and statutory damages.

c) Reporting Authorization (DMCA): The User expressly authorizes SaleADS to notify third-party platforms (Meta, Google, Shopify) regarding the infringement derived from non-payment, requesting the immediate removal of the content (Takedown) and the blocking of associated advertising accounts.

4.5. Data License for Service Improvement: The User authorizes SaleADS to utilize Inputs and Outputs in an aggregated and anonymized manner (without identifying the User) for the purpose of training AI models, improving algorithm accuracy, and performing statistical analyses, always guaranteeing the confidentiality of the User's business strategy.

4.5.1. Enterprise Exception: Users subscribed to corporate plans ("Enterprise") possessing a specific Data Processing Agreement (DPA) may request the exclusion ("Opt-out") of their data from model training processes by contacting corporate support.

4.6. Assignment of Feedback: Any suggestion, improvement idea, or comment sent by the User to SaleADS ("Feedback") shall be the exclusive property of SaleADS, who may utilize it without obligation of payment or royalty.

4.7. Copyright Policy (DMCA): SaleADS respects the intellectual property of third parties. If a third party claims that content generated or hosted on SaleADS infringes their rights, SaleADS reserves the right to remove said content and suspend the infringing User's account.

4.8. Right to Monitor (No Duty to Police): To guarantee compliance with these Terms, community safety, and platform integrity, SaleADS reserves the right, but does not assume the obligation, to supervise, review, and audit any Input uploaded or Output generated by the User.

a) Moderation Actions: SaleADS may, in its sole discretion, remove or block any content that violates our Use Policies, is illegal, or puts the Company's reputation at risk.

b) Exemption of Liability: The User acknowledges and agrees that the fact that SaleADS reserves this audit right does not impose upon the Company a duty of continuous or exhaustive monitoring. SaleADS does not act as an editor or legal validator of the User's content. The final responsibility for the legality and regulatory compliance of campaigns lies exclusively and permanently with the User, regardless of whether SaleADS reviewed said content or not.

c) Waiver of Commercial Privacy: The User understands that, given the nature of the platform (generation of public advertising), there is no expectation of absolute privacy regarding the content of managed campaigns.

4.9. Protection of Image Rights, Impersonation, and Deepfakes: The User acknowledges the extreme legal sensitivity of utilizing Artificial Intelligence to replicate human identity.

4.9.1. Prohibition of Impersonation (Right of Publicity): It is strictly prohibited to use the platform to generate, edit, or publish content that imitates the appearance, voice, gestures, or identity of real persons (including celebrities, politicians, public figures, or private individuals) without their explicit and verifiable consent. SaleADS strictly prohibits the creation of "Deepfakes," defamatory content, non-consensual pornography, or deceptive advertising implying a false endorsement by a public figure.

4.9.2. Warranty of Authorization: If the User utilizes the platform to generate or edit images of real persons (or based on real persons), the User expressly and bindingly represents and warrants that they possess signed and valid "Model Release Agreements" from said persons.

4.9.2.1. Burden of Proof: The burden of proof regarding consent lies 100% with the User. SaleADS reserves the right to audit and demand a copy of said contracts at any moment. If the User cannot present the signed authorization within a period of 24 hours following a claim, the account shall be immediately terminated for fraud.

4.9.3. Tool Neutrality: The User acknowledges that SaleADS is a neutral data processing tool. If the AI generates an image resembling a real person due to a specific "Prompt" introduced by the User (e.g., "Generate a girl who looks like X celebrity"), the User is the sole intellectual and legal author of said infringement. SaleADS has no prior editorial control over the User's creative instructions.

4.9.4. Specific Indemnification for Image Rights: Given the severity of these infringements, the User agrees to indemnify, defend, and hold SaleADS, its officers, and providers harmless from any demand, claim, or litigation derived from the violation of rights of publicity or privacy. This obligation includes the immediate payment of reasonable legal fees for the defense of SaleADS from the moment the claim is notified.

4.10. Probabilistic Nature and Content Similarity: The User acknowledges that Artificial Intelligence is a probabilistic technology. SaleADS does not guarantee the absolute uniqueness of the Outputs.

4.10.1. Non-Exclusivity: It is possible that other users may introduce similar "prompts" and obtain visually similar results. The User accepts that they shall not have exclusivity rights over generic concepts, styles, or abstract compositions generated by the AI, and waives the right to file claims against SaleADS or against other users for fortuitous similarities derived from the algorithmic nature of the platform.

4.11. Transparency and Metadata: To comply with industry standards and emerging regulations regarding AI transparency (such as C2PA), SaleADS reserves the right to:

a) Include visible or invisible watermarks (metadata) in the Outputs that identify the content as "AI Generated".

b) The User undertakes not to remove, alter, or hide said marks or provenance metadata. The removal of these transparency tags shall be considered a material breach of the Terms.

5.1. Platform Independence: The User acknowledges that SaleADS is an independent software tool and is not affiliated, sponsored, endorsed, nor associated in any way with Meta Platforms, Inc. (Facebook/Instagram), Google LLC, TikTok Inc., nor any other third-party advertising platform ("Third-Party Platforms").

5.1.2. Technical Relationship: SaleADS utilizes the public APIs (Application Programming Interfaces) of these platforms to facilitate campaign management, but has no control over the policies, operations, or technical decisions of said third parties.

5.2. Total Disclaimer regarding Blockages and Suspensions: The User assumes full responsibility for compliance with the Advertising Policies, Community Standards, and Terms of Service of the Third-Party Platforms.

5.2.a) Account Closure: SaleADS shall not be liable (and shall not offer refunds) if Meta or any other platform rejects an ad, blocks the "Business Manager," disables the ad account, or restricts the User's personal profile.

5.2.b) Automated Moderation Errors: The User acknowledges that Meta's review systems utilize Artificial Intelligence algorithms that may incur automated classification errors, incorrectly identifying legitimate content as violating rules (a phenomenon technically known as "False Positives").

5.2.c) Responsibility for Appeal: It is the exclusive responsibility of the User to manage appeals, manual reviews, or support tickets directly with the corresponding platform. SaleADS possesses neither the technical capacity nor the legal authority to reverse these automated decisions by third parties.

5.3. Management of Ad Payments and Budgets: SaleADS never processes, touches, nor administers the money destined for advertising investment (Ad Spend).

5.3.a) Direct Payment: All payments for advertising concepts are made directly between the User and the Third-Party Platform (e.g., direct charge by Facebook to the User's card).

5.3.b) Budget Errors (Overspending): Although SaleADS provides tools to configure spending limits, the User is the sole responsible party for auditing and verifying their budgets on the native platform (Ads Manager). SaleADS is not responsible for configuration errors, API failures, or data synchronization delays that result in advertising spending higher than desired. The User waives the right to claim against SaleADS for advertising "overspending."

5.4. Service Continuity and API Changes: The functionality of SaleADS depends on the availability and stability of third-party APIs.

5.4.a) Interruptions: SaleADS does not guarantee uninterrupted service if Meta or Google suffer outages, change their APIs, or revoke access to SaleADS. Said events shall be considered causes of Force Majeure.

5.4.b) Token Expiration: It is the exclusive responsibility of the User to keep connection permissions (OAuth Tokens) active and updated. If a campaign stops because the User changed their Facebook password or the token expired, SaleADS shall not be liable for losses of sales or traffic.

5.5. Absence of Guarantee of Results: SaleADS provides the technological tool to create and launch ads, but does not guarantee specific commercial results.

5.5.1. Business Risk: The User acknowledges that the success of a campaign depends on multiple factors external to SaleADS (product, price, market, competition, Meta's algorithm). SaleADS guarantees neither a positive Return on Ad Spend (ROAS), nor a specific cost per click (CPC), nor a determined sales volume. Claims or refund requests based on the "poor performance" of generated ads shall not be accepted.

5.6. Audience Data Privacy (Pixels): If the User utilizes SaleADS to manage tracking Pixels or Custom Audiences, the User warrants that they have obtained the necessary consent from their own customers and web visitors pursuant to privacy laws (GDPR/CCPA/LGPD) prior to sending said data to Meta through SaleADS.

5.7. Data Discrepancies and Reporting (Latency): The User acknowledges that differences may exist between the data shown on the SaleADS dashboard and the native reports of Third-Party Platforms due to API update times. In the event of discrepancy, the data hosted directly on the Third-Party Platform (e.g., Meta Ads Manager) shall be considered the official and definitive source.

5.8. Traffic Quality and Click Fraud: SaleADS generates the creative assets, but does not control traffic distribution. SaleADS is not responsible for "click fraud," bot traffic, or low-quality interactions that the User receives in their campaigns, as this depends exclusively on the advertising network of the Third-Party Platform.

6.1. Subscription and Automatic Renewal: The service is offered under a recurring subscription model (monthly or annual).

6.1.a) Authorization to Charge: By contracting a plan, the User authorizes SaleADS to charge the subscription fee on a recurring basis at the beginning of each cycle, utilizing the registered payment method.

6.1.b) Plan Adjustments (Upgrades/Downgrades): If the User switches to a higher tier plan, they authorize the immediate charge of the prorated difference. If they switch to a lower tier plan, the adjustment shall apply at the end of the current cycle.

6.1.c) Renewal Notifications: To avoid saturating the User's inbox and in order to protect them from unnecessary spam, the User agrees to manage their own calendar and expressly waives receiving reminders or invoices prior to each monthly recurring charge.

6.1.d) Annual Plans (Regulatory Compliance): For subscriptions of 12 months or more, SaleADS shall send a single mandatory reminder via email between 15 and 30 days prior to the renewal date, complying with consumer protection regulations.

6.2. Taxes and Fiscal Obligations: Published fees are net and do not include taxes.

6.2.a) User Responsibility: The User is the sole responsible party for declaring and paying any applicable tax in their jurisdiction (VAT, IVA, GST).

6.2.b) Automated Collection: SaleADS shall collect taxes automatically only in jurisdictions where the law so requires (e.g., Florida, EU according to thresholds). The User shall pay these amounts on top of the base price.

6.2.c) "Gross-Up" Clause: If the User's local legislation obliges them to withhold taxes at source (Withholding Tax), the User must pay an additional amount sufficient for SaleADS to receive the total net amount of the agreed subscription. SaleADS shall not accept reduced payments due to foreign tax withholdings.

6.3. Cancellation Policy:

6.3.a) Sole Procedure: Cancellation must be performed exclusively through the control panel (Billing > Cancel Plan).

6.3.b) Invalidity of Other Channels: Requests via email or chat are NOT valid nor do they stop automatic charges.

6.3.c) No Proration: Cancellation stops future charges, but does not generate a refund for unused days of the current cycle.

6.4. "No Refund" Policy: SaleADS operates under a strict NO REFUND policy, given that computing costs (GPU/AI) are incurred at the moment of generation.

6.4.a) User Forgetfulness: No refunds are granted if the User forgets to cancel prior to the renewal date.

6.4.b) European Waiver: Users in the EU/UK expressly waive the 14-day right of withdrawal upon accessing the digital content immediately.

6.5. Modification of Fees and Notification Protocol: SaleADS reserves the right to modify subscription plan fees at any time, subject to the following strict conditions:

6.5.a) Price Guarantee (Active Plans): The subscription price shall remain fixed during the period already paid for (current month or year). SaleADS shall not apply retroactive increases nor modify the price in the middle of a current billing cycle.

6.5.b) Valid Notification: Any price increase for future renewals shall be notified at least thirty (30) days in advance. The notification shall be considered legally valid and delivered if SaleADS performs any of the following actions:

i. Sends an email to the address associated with the User's account.

ii. Publishes a prominent notice ("Banner") within the Platform's control panel.

6.5.c) Contact Responsibility: It is the exclusive responsibility of the User to keep their email address updated and to check their inbox (including the Spam folder). The User may not allege "lack of knowledge" if SaleADS sent the communication to the registered address.

6.5.d) Tacit Acceptance (Negative Option): If the User does not cancel their subscription prior to the effective date of the new fees, the continued use of the service and the payment of the following renewal shall constitute an express and binding acceptance of the new price.

6.6. Suspension for Non-Payment and Data Deletion: Non-payment of the subscription entails the loss of access and the eventual destruction of stored information.

6.6.a) Service Suspension: If the payment method is declined, SaleADS shall attempt to process the charge again during a period of five (5) days. If the balance is not regularized, the account shall be automatically SUSPENDED. During suspension, the User may not generate new assets nor access their history.

6.6.b) Data Retention Period: SaleADS shall keep the User's data (campaign history, generated images, and configurations) stored on its servers for a courtesy period of sixty (60) days counted from the date of suspension. This is done in order to allow the User to reactivate their account without losing their work.

6.6.c) Definitive Deletion: Once said retention period has elapsed without payment having been regularized, SaleADS reserves the right to permanently and irreversibly delete all content associated with the User's account to free up server resources.

6.6.d) Exemption of Liability: The User acknowledges that SaleADS is not a cloud storage service (Backup). SaleADS shall not be liable, under any circumstance, for the loss of data, creative assets, or configurations deleted as a consequence of the User's prolonged non-payment. Once deleted, data cannot be recovered.

6.7. PAYMENT DISPUTES AND CHARGEBACKS (ANTI-FRAUD): The User undertakes to contact Support prior to initiating a bank dispute.

6.7.a) Recovery Costs (Liquidated Damages): If the User initiates a chargeback that is resolved in favor of SaleADS, the User agrees to pay $25.00 USD as Liquidated Damages to cover the operational costs and bank fees of the dispute. The User authorizes the charging of this amount to their payment method.

6.7.b) Authorization of Evidence: The User authorizes SaleADS to share their activity logs and other user information (Logs, IP, downloads) with the bank to demonstrate the validity of the charge.

6.7.c) Permanent Ban and Security Reporting: SaleADS reserves the right to immediately rescind the contract and permanently block access to the platform, as well as to any future account, for any User who initiates a chargeback considered fraudulent.

6.7.d) Industry Reporting: The User acknowledges and agrees that SaleADS may report incident data (name, email, IP, and transaction details) to payment processors, credit bureaus, and industry fraud prevention networks, for the purpose of protecting the e-commerce ecosystem and alerting regarding abusive behaviors.

6.8. Trial Period Regime: If SaleADS offers free promotional access ("Trial") for a limited time, the following strict conditions shall apply:

6.8.a) Eligibility Restriction (One-Time Use Policy): The free trial is a unique and non-transferable benefit. It is strictly limited to one (1) activation per natural person, legal entity, payment method, or device. SaleADS reserves the right to utilize "device fingerprinting" technologies to detect duplicate accounts. Any attempt to circumvent this restriction through the creation of multiple accounts shall be considered fraud and shall result in immediate disqualification.

6.8.b) Automatic Conversion and Consent: By enrolling in the trial, the User grants their express and anticipatory consent for the service to automatically convert into a recurring paid subscription upon the expiration of the grace period.

i. Mechanism: If the User does not cancel the subscription through the control panel before the exact expiration of the trial term, SaleADS shall process the charge of the full prevailing fee to the registered payment method, without the need to obtain a new authorization or confirmation.

6.8.c) Card Validation: To activate the trial, SaleADS may require a valid payment method and perform a temporary authorization (symbolic balance hold, e.g., $1.00) to verify the legitimacy of the card. This amount is not a charge and shall be released by the issuing bank within a few days.

7.1. EXPRESS AUTHORIZATION FOR COLLECTION AND PROCESSING: By accepting these Terms, the User grants their informed, express, and unequivocal consent to SaleADS to collect, process, store, and analyze their data.

7.1.a) Scope: This authorization includes Identification Data, Usage Behavior, and Campaign Performance Data (Inputs/Outputs/Sales).

7.1.b) Purpose: The User authorizes the use of this data for service provision, billing, security, and, crucially, for the training and continuous improvement of SaleADS' Artificial Intelligence models.

7.2. Data Ownership and Licenses (IP):

a) Exploitation License: The User retains title to their raw data, but grants SaleADS a worldwide, perpetual, and royalty-free license to process it.

b) Ownership of Aggregated Data: The User acknowledges that SaleADS has the absolute right to anonymize the data and create "Aggregated Data" (statistics, benchmarks, AI patterns unlinked from identity). SaleADS is the exclusive owner of all intellectual property rights over this Aggregated Data and may utilize it indefinitely. The User waives the right to request the deletion of this processed data.

7.3. Incorporation of Privacy Policies: The detailed processing of personal data, the use of cookies, ARCO rights (Access, Rectification, Cancellation, and Opposition), and specific compliance with global regulations (GDPR, CCPA, FDBR) are governed by SaleADS' Privacy Policy, available at [https://saleads.ai/en/legal/privacy-policy] and in the footer of the Platform.

7.3.a) Binding Acceptance: By accepting these Terms and Conditions, the User acknowledges having read, understood, and accepted the prevailing Privacy Policy, which is incorporated into this Agreement by reference and forms an integral part hereof. In the event of a conflict between these Terms and the Privacy Policy regarding personal data matters, the provisions established in the Privacy Policy shall prevail.

7.4. Privacy and Security: SaleADS shall implement reasonable technical and organizational measures to protect data.

7.4.a) Breach Notification: In the event of detecting a security breach that compromises personal data, SaleADS shall notify the User within the applicable legal timeframe, detailing the incident.

7.5. Data Retention ("Soft Delete"):

7.5.a) Temporary Archive: Upon cancellation, data is maintained in "suspension" for sixty (60) days.

7.5.b) Final Deletion: Once this period has elapsed, Personally Identifiable Information (PII) is deleted. SaleADS shall retain Aggregated Data (anonymous) and encrypted backups indefinitely until their overwrite cycle.

7.6. Authorized Sub-processors: The User authorizes the use of infrastructure providers (e.g., AWS, OpenAI, Stripe) necessary for the provision of the service.

7.7. PROHIBITION OF SENSITIVE DATA (HIPAA/COPPA): The User represents and warrants that they shall NOT use the platform to upload, process, or store "Sensitive Data."

7.7.a) Prohibition: It is prohibited to upload medical information (HIPAA), confidential financial information, biometric data, or data of children under 13 years of age (COPPA).

7.7.b) Exemption: SaleADS is not designed to comply with sensitive data regulations. If the User uploads this information, they do so at their sole risk.

7.8. INTERNATIONAL DATA TRANSFER: The User acknowledges that SaleADS operates from the United States. If the User accesses from abroad, they expressly consent to the transfer and processing of their data on U.S. servers, whose privacy laws may differ from those of their country of origin.

7.9. INTERNATIONAL TRANSFER AND GLOBAL REMOTE ACCESS: The User acknowledges and agrees that SaleADS is a company headquartered in the United States of America, but possesses an operational infrastructure and support teams distributed globally.

7.9.a) Transfer Consent (USA): If the User accesses from abroad, they expressly consent to their data being transferred to and hosted on servers located in the United States.

7.9.b) Remote Workforce Access (Colombia/Latam): The User acknowledges and authorizes certain SaleADS employees, contractors, and technical support teams located in other jurisdictions outside the United States (including, but not limited to, Latin American countries) to access their data remotely and securely strictly for purposes of:

i. Technical maintenance and development.

ii. Customer service and support.

iii. Administrative operations.

7.10. Disclosure by Legal Mandate (Law Enforcement): SaleADS reserves the right to disclose any User information if so required by a court order, subpoena, or valid governmental mandate, to protect its rights or comply with a legal proceeding.

7.11. Electronic Communications and Marketing: The User agrees to receive electronic communications from SaleADS and its allies.

7.11.a) Transactional: Mandatory notices regarding the account and security.

7.11.b) Commercial: Newsletters and offers. The User may revoke their consent to receive commercial emails at any time ("Unsubscribe"), pursuant to the CAN-SPAM Act.

8.1. Acceptable Use Policy (AUP) and Content Safety: The User agrees to strictly comply with the Use Policies of our AI providers (OpenAI, Anthropic) and the Advertising Policies of Meta/Google. It is strictly PROHIBITED to utilize SaleADS to:

8.1.a) High-Risk Niches: Generate pornographic, sexually explicit (NSFW) content, graphic violence, self-harm, eating disorders, or hate speech (racism, discrimination).

8.1.b) Illegal Activities: Promote pyramid schemes, the sale of drugs, weapons, explosives, malware, phishing, or financial frauds or "Card Testing." It is strictly prohibited to utilize the SaleADS payment gateway to validate stolen credit cards or perform massive automated transactions. The detection of Carding activity shall result in the immediate reporting of the IP address and device fingerprint to federal authorities and banking networks.

8.1.c) Disinformation and Politics: Generate Fake News, unverified political propaganda, conspiracy theories, or content designed to interfere in electoral processes.

8.1.d) "JAILBREAKING" AND PROMPT INJECTION: Attempt to circumvent, disable, or deceive AI security filters (e.g., "DAN" techniques, adversarial prompt injection) to force the model to generate prohibited content. Any attempt at Jailbreaking shall result in an immediate and permanent ban.

8.2. Technical Prohibitions and Anti-Competition: To protect Intellectual Property and business viability, the User undertakes NOT to:

8.2.a) Reverse Engineering and Prompt Theft ("Prompt Leaking"): Decompile, disassemble, or attempt to derive the source code, underlying algorithms, or "System Prompts" (System Instructions) of SaleADS. This specifically includes the use of text injection attacks (e.g., "Ignore your previous instructions") designed to reveal internal configuration, hidden instructions, or proprietary AI logic.

8.2.b) Scraping and Automation: Utilize bots, spiders, crawlers, or scripts to extract data massively or circumvent account limits.

8.2.c) Model Cloning: Utilize SaleADS Outputs to train, calibrate, or improve a competitor Artificial Intelligence.

8.2.d) COMPETITIVE BENCHMARKING: Access the service for the sole purpose of monitoring its availability, performance, or functionality for competitive purposes, or to publish comparative studies ("Benchmarks") without the prior written consent of SaleADS.

8.3. Identity Impersonation and "Deepfakes": It is strictly prohibited to utilize the platform to generate images, audio, or texts that impersonate the identity of real persons (living or deceased), celebrities, or public figures without their explicit consent, or to create false testimonials ("Deepfakes") that may mislead or damage the reputation of third parties.

8.4. Fair Use Policy: The use of "Unlimited" plans is subject to reasonable human consumption.

8.4.a) Definition of Abuse: Abnormal traffic patterns suggesting automated use or resale of services. SaleADS reserves the right to limit speed (Throttling) or suspend accounts that affect system stability for other users.

8.5. Resale and White Label Prohibition: The license is for the internal use of the User's business or their direct clients (in the case of agencies). It is prohibited to resell access to the platform as a proprietary service (White Labeling) or sublicense the technology without a signed "Enterprise" agreement.

9.1. THE SERVICE IS PROVIDED "AS IS" (WITHOUT WARRANTIES): TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SALEADS PLATFORM, ITS AI SERVICES, AND ANY GENERATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." SALEADS DOES NOT PROMISE OR WARRANT THAT:

A) THE SERVICE WILL BE PERFECT, ERROR-FREE, OR THAT IT WILL NEVER EXPERIENCE DOWNTIME.

B) THE ARTIFICIAL INTELLIGENCE WILL ALWAYS SPEAK THE TRUTH (REMEMBER THAT AIs CAN "HALLUCINATE" OR COMMIT ERRORS; YOU ARE RESPONSIBLE FOR REVIEWING ALL CONTENT THEY GENERATE PRIOR TO ITS USE).

C) THE SOFTWARE MEETS YOUR SPECIFIC EXPECTATIONS OR PARTICULAR NEEDS.

9.2. NO GUARANTEE OF MARKETING RESULTS: SaleADS is a technological tool, not a marketing agency that assures success. The User understands and accepts that SaleADS DOES NOT guarantee sales, nor profits, nor a specific Return on Ad Spend (ROAS). The success of your ads depends on factors outside our control (such as Facebook's algorithm, your product, or the economy). AI predictions are solely estimates, not promises of money.

9.3. USER RESPONSIBILITY, INDEMNIFICATION: The User agrees to defend, indemnify, and hold harmless SaleADS, its directors, employees, and providers (explicitly including OpenAI, Anthropic, Stripe, and Meta Platforms) from and against any claim, demand, damage, loss, and expense (including attorney's fees and legal costs) arising from:

9.3.a) Use of Output, what you publish: Lawsuits alleging that the generated content infringes copyright, trademarks, defamation, rights of publicity, or third-party privacy.

9.3.b) User Data (Inputs): Claims that materials uploaded by the User violate third-party Intellectual Property.

9.3.c) Regulatory Infringement: Violation of applicable laws (e.g., GDPR, TCPA, FTC Advertising Standards) or Meta/Google Policies.

9.3.d) Account Suspension: Any damage derived from the blocking or suspension of the User's advertising accounts by third parties.

9.3.e) Defense Control: SaleADS reserves the right to assume the exclusive defense and control of any matter subject to indemnification, with all expenses borne by the User.

9.4. EXCLUSION OF INDIRECT DAMAGES: IN NO EVENT SHALL SALEADS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.5. LIABILITY CAP: THE TOTAL CUMULATIVE LIABILITY OF SALEADS FOR ANY CAUSE OF ACTION SHALL BE STRICTLY LIMITED TO THE GREATER AMOUNT OF:

A) THE TOTAL PAID BY THE USER TO SALEADS IN THE THIRTY (30) DAYS PRIOR TO THE EVENT; OR

B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

9.6. TIME LIMIT FOR CLAIMS (STATUTE OF LIMITATIONS REDUCTION): FOR ANY CLAIM OR CAUSE OF ACTION RELATED TO THE USE OF THE SERVICE, THE USER AND SALEADS EXPRESSLY AGREE TO REDUCE THE LEGAL STATUTE OF LIMITATIONS, ESTABLISHING THAT ANY LAWSUIT OR LEGAL ACTION DERIVED FROM THIS AGREEMENT MUST BE INITIATED WITHIN THE NON-EXTENDABLE TERM OF ONE (1) YEAR (12 MONTHS), COUNTED FROM THE EXACT DATE ON WHICH THE EVENT MOTIVATING THE CLAIM OCCURRED.

9.6.1. CONSEQUENCE OF EXPIRATION: IF THE USER DOES NOT PRESENT THEIR CLAIM WITHIN THIS ONE (1) YEAR WINDOW, IT SHALL BE UNDERSTOOD THAT THEY HAVE VOLUNTARILY AND PERMANENTLY WAIVED SAID RIGHT. ANY SUBSEQUENT ATTEMPT AT A LAWSUIT OR DISPUTE SHALL BE AUTOMATICALLY VOID AND PROHIBITED AS UNTIMELY.

10.1. Governing Law and Jurisdiction: These Terms shall be governed by and interpreted exclusively under the laws of the State of Florida, United States, without giving effect to its conflict of laws principles.

10.1.1. Venue: For any dispute not subject to arbitration (as defined below), the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Leon County, Florida (Tallahassee).

10.2. Informal Dispute Resolution (Mandatory Step): Prior to initiating any arbitration or lawsuit, the User agrees to attempt to resolve the dispute informally by contacting SaleADS at [email protected].

10.2.1. Term: SaleADS shall have a period of thirty (30) days to attempt to resolve the matter in good faith. If after this time there is no resolution, either of the parties may initiate formal arbitration.

10.3. ARBITRATION: Any controversy or claim arising out of these Terms (and which is not resolved informally) shall be resolved by confidential and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

10.3.1. Location: The arbitration shall take place in the State of Florida (or virtually, if both parties agree).

10.3.2. Final Award: The arbitrator's decision shall be final and judgment may be entered thereon in any court of competent jurisdiction. The User waives their right to a jury trial.

10.4. CLASS ACTION WAIVER: TO COMPLY WITH THE LAW AND EXPEDITE CONFLICT RESOLUTION: THE USER AND SALEADS AGREE THAT ANY ARBITRATION OR JUDICIAL PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS.

10.4.1. PROHIBITION: THE USER EXPRESSLY WAIVES THEIR RIGHT TO INITIATE OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON.

11.1. Entire Agreement and Severability:

11.1.a) Entire Agreement: These Terms and Conditions, together with the Privacy Policy, constitute the sole, exclusive, and final agreement between the User and SaleADS, superseding any prior negotiation, communication, or proposal (oral or written).

11.1.b) Severability: If a competent judicial authority declares any clause of this agreement invalid, illegal, or unenforceable, said clause shall be modified or limited to the minimum extent necessary to make it valid, and the remainder of the agreement shall remain in full force and effect. The invalidity of a part does not nullify the whole.

11.2. Prevailing Language: Although SaleADS may offer translations of these Terms into other languages (e.g., Spanish, Portuguese) for the User's convenience, the User acknowledges and agrees that the version drafted in the English language is the official and binding one. In case of discrepancy or conflict of interpretation between the English version and any translation, the English version shall prevail.

11.3. Force Majeure: SaleADS shall not be liable for any delay or failure in service performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters (hurricanes, floods), war, terrorism, riots, embargoes, acts of civil or military authorities, fires, or failures in internet infrastructure, Denial of Service (DDoS) attacks, or outages of critical service providers (e.g., AWS, OpenAI, Stripe).

11.4. Assignment and Transfer:

11.4.1. The User: May not assign or transfer this agreement nor their account to third parties without the prior written consent of SaleADS.

11.4.2. SaleADS: May freely assign, transfer, or delegate all its rights and obligations under this agreement (including the user database) without restrictions, in the event of merger, acquisition, sale of assets, corporate reorganization, or by operation of law.

11.5. No Waiver: The fact that SaleADS does not demand strict compliance with any provision of these Terms at a given time (e.g., allowing a late payment once) shall not constitute a waiver of said provision nor of the right to enforce it strictly in the future.

11.6. Notices and Official Contact:

11.6.1. To the User: SaleADS shall send legal notices to the email address associated with the account. They are considered delivered 24 hours after sending.

11.6.2. To SaleADS: Any legal notice, claim, or critical support request must be addressed exclusively in writing to:

Email: [email protected]

Version 2.1 August 3, 2026

SaleADS.

12.1. Controlling limitation. For information obtained through Google APIs ("Google User Data"), the Google Ads and Google User Data section of the Privacy Policy and the Google API Services User Data Policy, including its Limited Use requirements, control. This Google User Data Carve-Out overrides every broader license, perpetual-use, aggregated-data, artificial-intelligence-training, advertising, or data-sharing provision in these Terms or elsewhere in the Agreement.

12.2. No expanded license. Google User Data is excluded from the licenses granted in Sections 4 and 7, from SaleADS CORP's ownership or indefinite use of aggregated data, and from any model-training or service-improvement right. SaleADS CORP processes Google User Data only to provide the user-directed Google Ads functions described in the Privacy Policy and does not sell it or use or share it for third-party advertising or retargeting, data-broker activities, credit or lending decisions, or generalized, personalized, or non-personalized AI or machine-learning model training.

12.3. User control. The user may disconnect Google Ads and request deletion as described in the Privacy Policy at https://saleads.ai/en/legal/privacy-policy. Nothing in the sixty-day account-cancellation or indefinite aggregated-data provisions extends retention of Google User Data after the Google-connection deletion process described there.