Terms of Service

1. This agreement

These Terms of Service are an agreement between you (“you”, the client) and US International Media, LLC, a California limited liability company, trading as MediaPoint AI (“we”, “us”). They apply when you register for or use our platform and services.

By registering an account you confirm that you accept these terms, our Acceptable Use Policy and our Privacy Policy, all of which form part of this agreement. If you are agreeing on behalf of a company, you confirm you are authorised to bind it.

The service is for business use. It is not offered to consumers, and it is not available to anyone under 18.

2. What we provide

We provide a platform and a managed service that together let you:

• plan advertising campaigns with forecast-based budget and channel guidance;
• have campaigns created and managed on your behalf on supported advertising networks;
• monitor performance, pacing and health across those networks; and
• review and approve proposed changes to how your budget is allocated.

Campaigns run in accounts we hold with the advertising networks. This is how we are able to launch and manage campaigns for you. You retain visibility of every campaign, setting and item of spend attributable to you, and you may request an export of your campaign data at any time.

We may change, add to or withdraw features. If we withdraw something you materially rely on, we will give you reasonable notice.

3. Your account

Registration is subject to review. We may decline an application, and we may suspend or close an account where these terms or the Acceptable Use Policy have been breached, or where an advertising network requires it.

You agree to:

• give accurate registration information and keep it current;
• keep your sign-in credentials secure and not share them;
• be responsible for everything done through your account, including by people you authorise; and
• tell us promptly at support@mediapoint.ai if you suspect unauthorised access.

4. Your content and your responsibilities

You keep ownership of everything you supply — advertising copy, images, video, logos, trade marks and your website. You grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce, adapt in format, and transmit that material for the sole purpose of delivering the service, including submitting it to advertising networks. The licence ends when the material is removed or your account closes, except where we must retain records under section 8.

You are responsible for ensuring that:

• you own or are licensed to use everything you supply;
• your advertising is accurate, not misleading, and complies with the law that applies to it — including advertising, consumer protection, and any sector-specific rules;
• your advertising complies with the published advertising policies of each network it runs on; and
• your website and any data collection on it comply with applicable privacy law, including cookie consent where required.

We may refuse, pause or remove advertising that we reasonably believe breaches any of the above, or that an advertising network rejects. Where we do so we will tell you why.

5. Fees, funding and refunds

The service is prepaid. You add funds to an advertising balance, and campaigns draw that balance down as they deliver. Campaigns cannot spend funds that are not there, and no credit is extended.

Fees are shown before you commit. Staging a campaign returns the calculated management fee, per-channel fees and any platform fee. You choose whether to launch after seeing them. Your continued use of a campaign after launch is your agreement to the fees displayed at that point.

Amounts paid to advertising networks. Advertising spend is passed to the networks and is subject to their measurement of delivery. We do not control, and cannot refund, spend that a network has already delivered against.

Unspent balance. Funds you have added but not spent remain yours. They do not expire. On closure you may request the return of your unspent balance, less any fees properly due and any spend already committed. We will process that within 30 days.

Taxes. Fees are exclusive of VAT, sales tax and similar charges, which we will add where applicable. You are responsible for any withholding required in your jurisdiction.

Chargebacks. If you dispute a charge, contact support@mediapoint.ai first. Initiating a chargeback for spend already delivered by an advertising network may result in suspension while it is resolved.

6. No guarantee of advertising results

This is the most important limitation in this agreement, so it is stated plainly.

We do not guarantee any level of impressions, clicks, conversions, sales, revenue, ranking, cost per acquisition or return on advertising spend. Advertising outcomes depend on your market, your competitors, your pricing, your website, the quality of your offer, and the auction dynamics and policies of networks we do not control.

Forecasts, budget recommendations, health scores and rebalance proposals are estimates produced from available data. They are provided to inform your decisions, not as promises of outcome. Where the platform lacks data to form a view, it will say so rather than present a figure it cannot support.

Performance data is supplied by the advertising networks, typically once a day, and may be restated by them. We report what they report.

7. Availability and third-party platforms

We aim to keep the platform available but do not commit to a specific uptime level unless we have agreed one with you in writing. We may take the service down for maintenance, with notice where practical.

The service depends on Google, Meta, TikTok and other third parties. If a network changes its API, its policies, its pricing or its approval decisions, or withdraws our access, our ability to deliver part of the service may be affected. We will tell you promptly and, where a feature becomes unavailable for a sustained period, will not charge management fees for it.

8. Data protection

Our handling of personal data is described in the Privacy Policy, and the providers we use are listed at Sub-processors. Where we process personal data on your behalf as a processor, the terms of that processing — including the security measures, sub-processing arrangements and assistance with data subject requests — apply as set out in those documents, and we will enter into a separate data processing agreement on request to legal@mediapoint.ai. We retain records after account closure only where required by law or as described in the Privacy Policy.

9. Intellectual property

The platform, its software, design, documentation and the analytical methods behind its forecasts and recommendations remain ours. Nothing in this agreement transfers ownership of them to you. You may not copy, reverse engineer, resell or create derivative works from the platform, or use it to build a competing product.

10. Liability

Nothing in this agreement excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.

Subject to that:

• neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, or loss of business opportunity; and
• our total liability arising out of or in connection with this agreement in any twelve month period is limited to the total management fees you paid us in that period. This limit does not apply to advertising balance we hold on your behalf and have not spent, which remains repayable to you in full.

You will indemnify us against claims arising from your advertising content, your products or services, or your breach of section 4 — including claims by an advertising network, a regulator, or a third party whose rights your content infringes.

11. Ending the agreement

You may stop at any time. There is no minimum term, no notice period and no cancellation fee. Pause or stop campaigns from your dashboard, and ask us to close the account at support@mediapoint.ai.

We may end it on 30 days’ notice, or immediately if you breach these terms or the Acceptable Use Policy, if we are required to by an advertising network or by law, or if we reasonably suspect fraud.

On termination: running campaigns are stopped; your unspent balance is returned in accordance with section 5; and you may request an export of your campaign data within 30 days. Sections 4 (as to licences already granted), 8, 9, 10 and 12 survive.

12. General

Changes. We may amend these terms. For material changes we will give account holders at least 30 days’ notice by email. If you do not accept a change, you may close your account before it takes effect and have your unspent balance returned.

Governing law. This agreement is governed by the laws of the State of California, United States, and the courts of the state and federal courts located in Los Angeles County, California have exclusive jurisdiction over any dispute.

Resolving disputes. Please raise problems with us first at legal@mediapoint.ai. Most things are quicker to fix than to litigate.

Assignment. You may not assign this agreement without our written consent. We may assign it to a successor to our business.

Entire agreement, severability, waiver. These terms together with the policies referenced in them are the whole agreement between us. If any provision is found unenforceable, the rest continues in force. A delay in enforcing a right is not a waiver of it.

Notices. Ours to you go to the email address on your account; yours to us go to legal@mediapoint.ai.