Terms of Service

These Terms of Service (the "Terms") govern the purchase and delivery of advertising creative services from Really Cool LLC, a Delaware limited liability company operating as Really Cool Ads at reallycoolads.com ("Really Cool Ads," "we," "us," or "our"), by the individual or entity that accepts these Terms (the "Client," "you," or "your").

You accept these Terms by (a) clicking or checking an acceptance box on reallycoolads.com, (b) executing any order form or written addendum that references these Terms, (c) submitting payment for any Subscription, or (d) submitting materials to us for use in the Services. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

Together with any Addendum, these Terms are the entire agreement between the parties (the "Agreement").

“Addendum” means a writing signed by both parties that references these Terms and varies them. No variation of these Terms is effective unless made by an Addendum. Quotes, proposals, decks, emails, and order confirmations are not Addenda unless signed by both parties and expressly identified as varying these Terms.

“Approve” (and "Approval") means, with respect to a Creative, that you have (a) confirmed acceptance of it in writing, including by email, comment, reaction, or approval action in the shared workspace we use with you; (b) published, run, uploaded, trafficked, downloaded for use, or otherwise made any external use of it or of any material derived from it; or (c) not delivered written Revision requests or a written rejection for it within seven (7) Business Days of our delivery of it, in which case it is deemed Approved on the expiration of that period.

“Authorized Signer” means an officer, director, or manager of the Client, or an individual the Client has identified to us in writing as authorized to give directions on its behalf under Sections 4.5 and 6.6.

“Business Day” means any day other than a Saturday, Sunday, or U.S. federal holiday. "Day," unqualified, means a calendar day.

“Client Materials” means anything you or your representatives provide, upload, or direct us to use: brand assets, logos, fonts, product photography, footage, audio, music, copy, claims, product samples, data, trademarks, likenesses, testimonials, and prior creative.

“Creative” means one static advertising concept produced by us: a single distinct image composition, comprising its artwork, layout, and copy. Each Creative is delivered in three sizes, so one Creative yields three Deliverables. A composition built for a different offer, hook, product, audience, or language — including a copy variant intended to run as its own asset rather than to replace an existing one — is a separate Creative, not a size variant of an existing one.

“Deliverable” means each individual exported image file we deliver to you, in the delivered file format. A Creative delivered in three sizes comprises three Deliverables.

“Featured Synthetic Performer” means a Synthetic Performer appearing as a spokesperson, presenter, endorser, purported customer or user, or otherwise as a subject of the composition. A Synthetic Performer appearing only as a hand or other body part, a background or crowd figure, or otherwise incidentally is an “Incidental Synthetic Performer.”

“Group” means all Creatives delivered within a single monthly billing cycle, together with any Additional Creatives invoiced in that same cycle.

“Really Cool Ads Materials” means our pre-existing and independently developed property and methods, including our prompts, prompt libraries, prompt engineering methods, model selections and configurations, workflows, pipelines, scripts, templates, presets, LUTs, synthetic performer models and character libraries, style references, know-how, and any tooling or software we own, license, or develop — together with all intellectual property rights in the foregoing. The Really Cool Ads Materials exclude the Licensed Elements, which are governed by Section 5.10.

“Revision” means a change we make to an existing Creative at your written request that corrects or refines it while keeping the concept, offer, product, audience, and premise on which it was briefed and produced — for example, edits to copy wording, headline, color, contrast, retouching, background, framing, crop within a delivered size, or the placement of elements. A request that yields an additional asset rather than a corrected one is not a Revision: a different offer, product, audience, or premise, or a copy variant intended to run alongside the original rather than replace it, produces a separate Creative. Adapting a Creative across its included sizes is production, not a Revision.

“Revision Round” means one consolidated set of written Revision requests covering a single Creative, submitted together.

“Services” means the production and delivery of Creatives and Deliverables described in Section 2, and nothing else.

“Subscription” means your recurring engagement of us under a Plan, beginning and continuing as described in Section 10.1.

“Subscription Fee” means the monthly minimum fee for your Plan set out in Section 2.2 or otherwise confirmed to you in writing.

“Synthetic Performer” means any depiction of a human being appearing in a Deliverable that was generated, reproduced, or modified by computer using artificial intelligence or a software algorithm — whether presented as a spokesperson, customer, model, hand, or background figure, and whether or not the depiction resembles or is recognizable as any real person. This definition stands on its own and is intended to be at least as broad as the term "synthetic performer" in N.Y. Gen. Bus. Law § 396-b, and to remain fully effective if that provision is amended, renumbered, superseded, preempted, or repealed.

“Working Files” means everything generated or assembled in the course of producing a Deliverable other than the delivered export itself: layered and source files, uncompressed and intermediate renders, unused and rejected generations, variant outputs, upscales, mattes, masks, retouching layers, concept boards, copy drafts, prompts and prompt logs, seeds, model parameters, reference boards, and metadata.

2.1 Creative subscription. We provide a monthly advertising creative subscription. Each month of an active Subscription, we produce and deliver Creatives at the volume and rate corresponding to the Plan you select at checkout on reallycoolads.com or that we otherwise confirm to you in writing (your "Plan"). Your Plan, its start date, and the payment method you provide at checkout are the operative commercial terms of this Agreement, and our order confirmation is the record of them.

2.2 Plans.

Sizes included. Each Creative is delivered in three sizes at no additional charge. The default sizes are 1:1 (1080×1080), 4:5 (1080×1350), and 9:16 (1080×1920). You may substitute different sizes for the defaults, at no charge, by telling us in writing at any time before we confirm to you in writing that the brief for the affected Creative is locked. A fourth or further size of the same Creative is billed at one third of your Plan's effective rate per Creative, rounded to the nearest dollar.

The Subscription Fee is a monthly minimum. It is payable in full whether or not you request, use, or Approve the full included volume in that month, subject only to Sections 3.9 and 3.11.

2.3 Additional Creatives. You may request Creatives beyond your Plan's included volume ("Additional Creatives"). Additional Creatives are billed individually at your Plan's effective rate per Creative, and not in multiples of your Plan's included volume. Each Additional Creative includes the same three sizes as an included Creative.

Example. A Client on Growth requests 25 Creatives in a month. The charge is $5,000 (the Growth minimum) plus 5 Additional Creatives at $250 each, for a total of $6,250, and the Client receives 75 Deliverable files.

We will not add a Creative to your cycle or bill an Additional Creative unless we have first confirmed to you in writing that your request will produce a new Creative, identified the number of Creatives involved and the resulting charge, and received your written confirmation to proceed. This applies however the request reaches us, whether framed as a Revision request, a note in a comment thread, a change of direction, or anything else. Until you confirm, we will either hold the request or produce only the part of it that is a Revision, and we will tell you which. A Creative produced without that confirmation is not billable.

2.4 No automatic tier upgrade. Ordering Additional Creatives does not change your Plan or entitle you to a lower per-Creative rate in that or any later month. To change Plans, see Section 10.3.

2.5 No rollover. Included Creatives not requested and specified by you within a monthly billing cycle expire at the end of that cycle and do not carry forward.

2.6 Revisions. Each Creative includes unlimited Revision Rounds at no additional charge. A request that is not a Revision produces a new Creative, billed at your Plan rate. In addition:

(a) Timing. Revisions must be requested within the monthly cycle in which the Creative was delivered or within seven (7) Business Days of its delivery, whichever period ends later. We target delivery of each completed Revision Round within the window for your Plan, measured from our receipt of that Revision Round:

Hours run continuously but exclude Saturdays, Sundays, and U.S. federal holidays. Each Revision Round starts its own window: where you submit a further Revision Round for the same Creative, the applicable window restarts in full on our receipt of it, and any window then running is superseded. These windows are targets on the same footing as Section 2.7 and are not guarantees. Unlimited Revisions do not extend a monthly cycle, do not carry a Creative into the next cycle, and do not alter the delivery targets in Section 2.7 as to other Creatives.

(b) Cadence. We are not obligated to action piecemeal, conflicting, or serially issued requests covering the same element, and neither the clock under Section 2.7 nor the Approval period under Section 1 runs while we are awaiting consolidated direction from you.

(c) Characterization. Whether a request is a Revision or a new Creative is determined by the definitions in Section 1. Where a request would produce a new Creative, in whole or in part, the written confirmation in Section 2.3 applies before we produce it.

(d) Superseded versions. A Revision refines a Creative toward a single finished asset. Where a Creative has been revised, the version delivered by the most recent completed Revision Round supersedes every earlier version of it, and you will not publish, run, or otherwise make external use of a superseded version. This is a restriction on use and applies notwithstanding the assignment in Section 5.2. If you want an earlier version to remain in use alongside the current one, it is a separate Creative under Section 1 and Section 2.3 applies to it.

2.7 Turnaround. We target first delivery within fourteen (14) days of receiving complete Client Materials and a complete brief, and we deliver the balance of a month's Creatives on a rolling basis across the cycle. Turnaround targets are estimates, not guarantees, and the clock does not run while we are waiting on Client Materials, briefs, approvals, claim substantiation, or consolidated feedback from you.

2.8 Custom terms. These Terms apply as written to every Client. Where the parties agree to vary them — Plan or pricing exceptions, a longer committed term, category exclusivity, service levels, delivery of Working Files, variation of the Revision entitlement, or motion or other formats outside the base scope — the variation is effective only if set out in an Addendum. An Addendum controls over any provision of these Terms as to the subject matter it addresses, and only as to that subject matter. Every provision of these Terms is variable this way, whether or not it says so, except as Section 4.5 provides.

2.9 Scope. We produce static advertising images and deliver the exported files to you. That is the entirety of the Services, and any other format is available only under an Addendum that prices it. Except as an Addendum expressly provides, we do not buy or place media, manage campaigns, operate or access your advertising accounts, allocate budget, publish or traffic anything, build landing pages, or optimize performance, and we have no responsibility for any of those activities. You alone decide whether, where, when, and how any Deliverable is published, and you alone carry the obligations of the advertiser that follow from publishing it.

3.1 Payment in advance. The Subscription Fee for each monthly cycle is due and payable in advance of that cycle. Additional Creatives are invoiced either in advance of production or upon delivery, at our election.

3.2 Payment is a condition of use. You acquire no right to use a Deliverable until payment for the applicable Group has been received in full and cleared. Before then, your permitted use is limited to internal review and approval under Section 5.3, and you must not publish, distribute, display, upload, or make any external use of the Deliverable or anything derived from it. Publishing an unpaid Deliverable is both an unlicensed use under Section 5.3 and an Approval under Section 1, and makes the full amount for that Group immediately due.

3.3 Delivery on payment. Where a Group is prepaid, we deliver the files in the ordinary course under Section 2.7. Where a Group is invoiced on delivery, we may withhold final files, or deliver watermarked or low-resolution review copies only, until payment clears.

3.4 Methods and authorization. Payment is by ACH, wire, or card as we make available. If you provide a payment method, you authorize us to charge it for all amounts due under this Agreement, including recurring Subscription Fees and Additional Creatives, until you cancel under Section 10. You agree not to initiate a chargeback or payment dispute for Deliverables you have accepted or used.

3.5 Late payment. Amounts not received within five (5) days of the due date accrue a late charge of two percent (2%) of the past-due balance per month, or the maximum rate permitted by applicable Delaware law if lower, applied as simple interest and assessed on the unpaid balance each month until paid. Each invoice that becomes more than five (5) days past due also carries a one-time administrative fee of two hundred fifty dollars ($250). The parties intend these charges to compensate us for the administrative burden and cost of money associated with late payment, including the cost of any card balance, revolving credit, or other facility we draw on to fund production expenses your payment would otherwise have funded, and not as a penalty.

3.6 Suspension. If any amount is more than ten (10) days past due, we may suspend all Services, withhold all undelivered and delivered-but-unpaid Deliverables, and revoke any license granted under Section 5.3, in which case no assignment vests under Section 5.2 in respect of any Deliverable in an unpaid Group, in each case without liability to you. Suspension does not relieve you of Subscription Fees accruing during the suspension.

3.7 Collection. You are responsible for our reasonable costs of collection, including attorneys' fees and court costs, and for any interest, finance charge, or fee we actually incur on a credit card, line of credit, or other facility drawn on to fund expenses your payment would have funded, to the extent that amount exceeds the late charge collected under Section 3.5 for the same period.

3.8 Taxes. Fees are exclusive of sales, use, gross receipts, VAT, and similar taxes. You are responsible for all such taxes other than taxes on our net income. If you are exempt, provide a valid exemption certificate before your first invoice.

3.9 Approval and the Subscription Fee. The Subscription Fee for each monthly cycle is payable whether or not you Approve any Creative in that cycle. Your money-back remedy for dissatisfaction is Section 3.11, which applies to your first cycle only.

(a) Discretionary relief. Where you Approve no Creative in a cycle, we may in our sole discretion waive, credit, or refund all or part of that cycle's Subscription Fee. We are under no obligation to do so, and doing so in one cycle is not a precedent, a course of dealing, or a waiver of our right to charge in full in any other cycle.

(b) Approval is per Creative. Approval of a Creative covers all three of its Deliverables. Accepting a Creative in one size and rejecting the same composition in another is an Approval of that Creative.

(c) Deemed Approval counts. A Creative Approved under limb (b) or (c) of the definition of "Approve" — external use, or non-response within the stated period — is Approved for purposes of this Section.

(d) When we will not give relief. We will not exercise the discretion in Section 3.9(a), and Section 3.10 does not apply, for any cycle in which you did not Approve a Creative because you: failed to provide a brief, Client Materials, claim substantiation, access, or feedback we requested; went unresponsive for more than ten (10) Business Days; cancelled, paused, or abandoned the engagement mid-cycle; changed strategy, budget, offer, or product direction after production began; withheld Approval for reasons unrelated to the Creatives themselves; or breached this Agreement. Nor will we give relief where you Approved a Creative and later withdrew that Approval.

(e) Additional Creatives. Fees for Additional Creatives are not subject to this Section and are non-refundable once the Additional Creative has been delivered.

(f) No license survives non-payment. Where we waive, credit, or refund the Subscription Fee for a cycle, no assignment or license vests in you as to any Creative in that cycle under Section 5, and any assignment that had already vested is revoked with effect from the waiver, credit, or refund, and you must not use, publish, retain for use, or derive anything from those Creatives. Any such use is itself an Approval under Section 1 and makes the full Subscription Fee for that cycle immediately payable.

(g) Our termination right. If you Approve no Creative in any cycle, we may terminate the Subscription immediately on written notice, with no further obligation on either side other than payment of amounts otherwise accrued.

3.10 Refund of prepaid fees. Where we agree to refund a prepaid Subscription Fee, whether under Section 3.9(a) or Section 3.11, we will pay it to the original payment method within forty-five (45) days after our written confirmation of the refund. We may offset against the refund any Additional Creative fees, late charges, or other amounts you then owe us. Except as provided in this Section or as required by law, all Subscription Fees and Additional Creative fees are non-refundable, including where you do not request the full included volume, do not run Approved Deliverables, or cancel mid-cycle.

3.11 First-month satisfaction guarantee. If you are not satisfied with the Creatives we deliver in your first monthly cycle, you may claim a full refund of the Subscription Fee for that cycle. You need not give reasons.

(a) How to claim. Tell us in writing, on or before the seventh (7th) day after the end of your first monthly cycle, that you are claiming the guarantee.

(b) What you get back. We refund the Subscription Fee you paid for that cycle in full, within forty-five (45) days of your claim, to the original payment method. Fees for Additional Creatives are not refundable under this Section. We may offset late charges or other amounts you then owe us.

(c) You may not use the Deliverables. On claiming, you must not publish, distribute, display, retain for use, or derive anything from any Deliverable in that cycle, and you must delete all copies on our request. No assignment or license vests in you under Section 5 in respect of that cycle, and any assignment that had already vested is revoked with effect from the refund. Any external use of a Deliverable is an Approval under Section 1, disqualifies the claim, and makes the Subscription Fee for that cycle immediately payable in full.

(d) Once only. The guarantee applies to your first monthly cycle only, once per Client, and is not available to a Client that has previously subscribed or that is an affiliate of one.

(e) Effect on the Subscription. A claim cancels the Subscription with effect from the end of the cycle in which the claim is made unless you tell us in writing that you want it to continue.

(f) Relationship to Section 3.9. A claim under this Section is refunded once, not twice, if we also give relief under Section 3.9(a) for the same cycle. Section 3.9(d) applies to a claim under this Section as it does to a request for relief under Section 3.9(a).

3.12 Price changes. We may change Plan pricing effective at the start of any renewal term on at least thirty (30) days' written notice.

4.1 Rights warranty. You represent and warrant that, for all Client Materials you provide or direct us to use, you own or hold all rights, licenses, consents, releases, and permissions necessary for us to reproduce, modify, adapt, create derivative works from, incorporate, distribute, and publicly display them for the purposes of this Agreement, including:

(a) copyright and neighboring rights in all images, footage, audio, music, copy, fonts, and font software; (b) trademark rights, or valid license, in all marks and trade dress; (c) name, image, likeness, voice, and digital replica rights for every identifiable natural person appearing in or referenced by the Client Materials, whether living or deceased, together with signed releases sufficient to permit use of that person's likeness or voice in AI-assisted or AI-generated advertising; (d) all consents required for any employee, customer, founder, influencer, or endorser appearing in the Client Materials; and (e) all rights necessary for us to use any biometric identifiers, facial data, or voice data contained in the Client Materials, and all notices and consents required under applicable biometric privacy laws.

4.2 License to us. You grant us a worldwide, royalty-free, sublicensable license to use, reproduce, modify, and create derivative works from the Client Materials for the purpose of performing the Services and, subject to Section 5.7, for our portfolio and marketing.

We use generative artificial intelligence throughout production. You acknowledge and agree that any Client Materials you provide or direct us to use may be uploaded to, processed by, and used as input to third-party artificial intelligence models and tools, and that those providers may retain that material and may use it to train or improve their models under their own terms, which we do not control. Your warranty in Section 4.1 extends to this use. If any Client Material is subject to a confidentiality obligation, license restriction, or third-party consent inconsistent with this Section, you must not provide it to us.

4.3 Ownership of Client Materials. You retain all right, title, and interest in the Client Materials. Nothing in this Agreement transfers ownership of Client Materials to us. Our license under Section 4.2 survives only as needed to perform the Services and exercise our rights under Sections 5.5 and 5.7.

4.4 Substantiation and claims. You are solely responsible for the truth, accuracy, and substantiation of all product, service, pricing, health, financial, environmental, performance, and comparative claims in the Client Materials or that you instruct us to include in a Deliverable. We do not verify, and have no duty to verify, any such claim. You will provide competent and reliable substantiation on request.

4.5 Prohibited instructions. You will not instruct us to produce, and we may refuse or remove without liability, any Creative that: infringes third-party rights; depicts an identifiable real person without a valid release; fabricates a consumer review, testimonial, or endorsement (including any AI-generated purported customer, patient, or user statement) in violation of 16 C.F.R. Part 465 or the FTC Endorsement Guides; violates a platform's advertising policies; concerns a regulated category you are not licensed or approved to advertise; requires use of a font, image, or other asset you are not licensed to use; or is unlawful, deceptive, or discriminatory in targeting or content.

Regardless of your instruction, and notwithstanding Section 2.8, we will not produce a Creative in which a Synthetic Performer is depicted as a consumer, patient, or user describing actual experience with a product or service, or as giving a review, testimonial, or endorsement. This limitation is not variable by Addendum, by your written direction under Section 6.6, or otherwise.

4.6 Cooperation. You will provide timely briefs, brand guidelines, Client Materials, claim substantiation, and consolidated written feedback and Approvals. Delay in any of these extends our delivery targets under Section 2.7 and may mean we decline relief under Section 3.9(d).

4.7 Approval is your decision. You are the advertiser. Your approval of a Creative and your decision to publish it are your independent judgment. We are not your agent for regulatory compliance purposes and do not provide legal, medical, financial, or regulatory advice.

4.8 Fonts. Where you provide us with a font, typeface, or font software file, or direct us to use a specific font, the following apply in addition to Section 4.1.

(a) Your license covers us. You represent and warrant that you hold a valid, current license for that font which permits (i) use by us as your production vendor, on the number of workstations and by the number of users involved in producing your Deliverables, (ii) use in commercial advertising, and (iii) any embedding, outlining, or rasterization necessary to produce and deliver the Deliverables. We rely on this representation as given. We do not verify font licensing, have no duty to inquire into or inspect any license, and are not required to request documentation before using a font you provide or specify. We may, but need not, request the license, a license key, or written confirmation of its scope, and where we do request it we may decline to use the font until we receive it. Our not asking is not a waiver of this representation and does not shift responsibility for it to us.

(b) We acquire nothing and assign nothing. No font, typeface, or font software you provide becomes a Really Cool Ads Material or a Deliverable. We acquire no rights in it beyond using it to perform the Services for you, and we do not and cannot assign, sublicense, or pass through any rights in it under Section 5.2 or otherwise. Where a Deliverable renders text in a font you supplied, the assignment in Section 5.2 covers our composition and layout and does not extend to the font, the typeface design, or the font software.

(c) Our own fonts. Fonts we license ourselves are Licensed Elements and are governed by Section 5.10, not by this Section.

(d) Source files. If we deliver any file containing live text, vector outlines, or an embedded font — including under any source-file arrangement — you are solely responsible for holding whatever license that file's onward use, editing, and distribution requires, including any additional seats, embedding rights, or foundry permissions.

(e) Removal. If a foundry or licensor asserts that a font you supplied is unlicensed or used outside its permitted scope, we may suspend use of that font, substitute a font we are licensed to use, and require your written confirmation of license status before resuming. Costs of substitution are yours where the assertion concerns a font you supplied.

4.9 Real-person and biometric reference materials. You will not provide us with, and will not direct us to use, any photograph, footage, audio, or other material depicting an identifiable natural person, or containing any biometric identifier or biometric information, unless you have first confirmed to us in writing that you hold a signed release covering AI-assisted and AI-generated advertising use of that person's likeness or voice and have provided us a copy of it. We are not obliged to produce a Creative from material provided in breach of this Section, and we may delete it on discovery. We retain material of this kind only as long as needed to perform the Services and will delete it within thirty (30) days after termination.

5.1 Our ownership until payment. As between the parties, we own all right, title, and interest in and to each Deliverable, including all copyright and other intellectual property rights therein, from creation until the moment described in Section 5.2. Deliverables are not works made for hire.

5.2 Transfer on payment. Upon our receipt of payment in full and cleared funds for a Group, we hereby assign to you all of our right, title, and interest in the copyright in the Deliverables comprising that Group, excluding the Really Cool Ads Materials and the Client Materials. The assignment is effective automatically on receipt of such payment, without further action, and applies only to Deliverables in fully paid Groups.

Where we receive part only of the amounts due for a Group, we apply the payment first to the Subscription Fee for that cycle and then to Additional Creative fees in the order invoiced. On payment of the Subscription Fee in full, the assignment takes effect as to every included Creative in that Group; each Additional Creative assigns separately on payment of its own fee. Non-payment of an Additional Creative does not affect an assignment that has taken effect as to the included Creatives in the same Group.

5.3 Pre-transfer license. Before payment for a Group is received in full, you have no license to use, publish, distribute, or run any Deliverable in that Group other than internal review and approval. Any use of a Deliverable prior to full payment is unlicensed.

5.4 Really Cool Ads Materials reserved. We retain exclusive ownership of the Really Cool Ads Materials. The Licensed Elements are owned by their respective licensors and are addressed in Section 5.10. Nothing in Section 5.2 assigns, and no Deliverable delivery licenses, any Really Cool Ads Materials. To the extent a Deliverable embeds Really Cool Ads Materials, we grant you a worldwide, perpetual, non-exclusive, royalty-free, sublicensable license to use those embedded elements solely as incorporated in and as part of that Deliverable, and not on a standalone basis — except that where an embedded element is licensed to us by a third party, the license we grant you is only as broad as, and no longer in duration than, what our own license permits us to pass through, as set out in Section 5.10.

5.5 Retained license for us. After assignment, we retain a non-exclusive, worldwide, perpetual, royalty-free license to reproduce and display the Deliverables for the purposes described in Section 5.7, and to use the underlying concepts, techniques, methods, and know-how developed in performing the Services for any purpose, provided we do not disclose your Confidential Information.

5.6 AI-generated content. You acknowledge that under current U.S. law, material generated by artificial intelligence without sufficient human authorship may not be protectable by copyright, and that the U.S. Copyright Office may decline to register some or all of a Deliverable. Our assignment in Section 5.2 transfers whatever rights we hold and does not represent that any Deliverable is protectable, registrable, or enforceable as a copyrighted work. To the extent copyright does not subsist in a Deliverable, we grant you an exclusive (as against us), worldwide, perpetual, irrevocable, royalty-free license to exploit that Deliverable for any purpose, and covenant not to assert against you or your licensees any right we may hold in it. We do not warrant exclusivity as against third parties, and you acknowledge that generative systems may produce substantially similar output for unrelated parties and that Licensed Elements are non-exclusive under Section 5.10(d).

5.7 Portfolio and case studies. You grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to reproduce, display, distribute, and publicly perform the Deliverables, the Working Files, and excerpts, stills, and behind-the-scenes or process material derived from either, and to identify you and your brands by name and mark, in each case for the purpose of showcasing our work, including in our portfolio, pitches, case studies, advertising for our own services, and awards submissions. This license survives termination of this Agreement and the assignment in Section 5.2, and is not revocable. Our exercise of it is subject to three limits: (a) we will not publish your performance data, spend figures, or other Confidential Information without your prior written consent; (b) we will not publish any Deliverable that you have not approved, or that features an unreleased product, before your public launch of that product; and (c) where we have refunded the Subscription Fee for a cycle under Section 3.9(a) or Section 3.11, we will not identify you or your brands by name or mark in connection with any Deliverable from that cycle, though we may continue to display the work itself unattributed. On your written request we will remove your name and marks from forward-looking materials within thirty (30) days, but we may continue to display the work itself unattributed.

5.8 Working Files. We own all right, title, and interest, including all copyright, in the Working Files, in each case excluding any Client Materials embedded in them, which remain yours under Section 4.3. The assignment in Section 5.2 covers the Deliverables only and does not extend to the Working Files, and no payment, Group completion, termination, or expiration of this Agreement transfers or licenses the Working Files to you. Deliverables are provided in the delivered export formats only, and we have no obligation to deliver, retain, archive, or provide access to any Working File. If we do deliver a Working File at your request, we deliver it under a non-exclusive internal-use license only.

5.9 Extraction. You may not reverse-engineer, decompose, or extract from a Deliverable any Working File, prompt, seed, model parameter, or Really Cool Ads Material, or use a Deliverable as training data or as an input to generate substitute or derivative creative, except as necessary to make ordinary edits to the Deliverable itself for placement purposes, subject to Sections 6.4 and 6.5.

5.10 Stock and third-party licensed elements. Deliverables may incorporate stock photography, illustrations, textures, fonts, or other elements that we license from third parties ("Licensed Elements").

(a) No assignment. We do not own the copyright in any Licensed Element and cannot and do not assign it to you. The assignment in Section 5.2 covers only our own rights in a Deliverable and expressly excludes every Licensed Element, whether or not separately identifiable in the delivered file.

(b) What you get instead. For each Licensed Element embedded in a Deliverable, we pass through to you the rights our own license permits us to pass through, and no more, for use of that element only as incorporated in that Deliverable. Where our license does not permit a pass-through, sublicense, or transfer, your permitted use of the Deliverable is coextensive with our license rather than with an assignment, and we will tell you on request which limitation applies to a given Deliverable.

(c) Restrictions flow through to you. Your use of any Deliverable containing a Licensed Element is subject to the restrictions in our underlying license. These commonly restrict standalone use, resale or sublicensing of the element, trademark and logo use, sensitive or political subject matter, and use as training data or as an input to a generative model, and commonly cap impressions, territory, or duration. You will comply with the restrictions applicable to a Deliverable and will not present a Licensed Element as a work you own outright.

(d) No exclusivity. Licensed Elements are non-exclusive by nature. Other parties, including your competitors, may lawfully use the same element. Nothing in Section 5.2 or 5.6 gives you exclusivity in any Licensed Element or in a Deliverable to the extent its distinctiveness derives from one.

(e) Broader rights. If you require rights broader than our standard licenses provide — an extended or enhanced license, a higher indemnity limit, or a right to transfer — tell us before production and we will source them where available, at your cost, under an Addendum.

(f) If a license changes. If a licensor terminates, restricts, or successfully challenges our license to a Licensed Element, we will notify you promptly and, at our election, either replace the element in the affected Deliverable at no charge or refund the fee attributable to that Creative. You will cease use of the affected Deliverable within a reasonable period after notice. This is your sole remedy in that circumstance.

6.1 Notice. You acknowledge that our Services use generative artificial intelligence and that some or all Deliverables may contain one or more Synthetic Performers. We will identify to you, on delivery or on request, which Deliverables we know to contain a Synthetic Performer.

6.2 Your compliance responsibility. Advertisements containing Synthetic Performers are subject to disclosure, labeling, provenance, and transparency requirements in a growing number of jurisdictions, many of which carry civil penalties. These currently include N.Y. Gen. Bus. Law § 396-b, and extend to any comparable or successor requirement of any jurisdiction, whenever enacted, and any applicable platform disclosure policy. You are, as the advertiser, responsible for determining which requirements apply to each advertisement you run, in each jurisdiction it may reach, and for satisfying them in the advertisement as published — including any platform-level AI disclosure that Meta or another platform requires. You make that determination on your own advice and not in reliance on us, and Section 4.7 applies to it. This Section allocates responsibility between the parties and does not limit either party's own obligations under applicable law.

6.3 Our disclosure. We will include a conspicuous Synthetic Performer disclosure in each Deliverable we know to contain a Featured Synthetic Performer, in a form reasonably designed to be clear and conspicuous to an ordinary consumer: legible text within the image itself, not in a caption, post copy, filename, metadata, or platform label, at a size and contrast that remains readable at the sizes the image is likely to be viewed. This is our default in every such Deliverable and is not a service you elect. Where a Deliverable contains only an Incidental Synthetic Performer, we may include the disclosure at our discretion, and we will tell you on delivery whether we have. Our sole obligation under this Section is to include that disclosure in the file we deliver to you.

6.4 You must not remove or degrade it. You will not, and will not permit or instruct any third party to, remove, delete, obscure, crop out, mask, blur, overlay, reposition, shrink, recolor, or otherwise reduce the legibility or prominence of any Synthetic Performer disclosure, watermark, content credential, provenance metadata, or AI label we include in a Deliverable. Any Deliverable you publish must carry our disclosure as delivered, or a disclosure at least as prominent.

6.5 Alterations are yours. If you modify, re-edit, re-crop, resize, re-caption, translate, composite, extend, regenerate, or otherwise alter a Deliverable after delivery, or publish it in a medium, placement, or format other than as delivered, you are solely responsible for ensuring that a compliant disclosure is present in the advertisement as published. We have no obligation to review, approve, or monitor anything you publish, and no duty to detect or correct a non-compliant published advertisement.

6.6 Instructions to omit. We will not omit or reduce the prominence of the disclosure required by Section 6.3 unless (a) an Authorized Signer directs us in writing, identifying each affected Deliverable, and (b) the direction states the ground for omission. The determination is yours alone. We do not verify it, have no duty to inquire into it, and are not required to request substantiation, an opinion of counsel, or documentation of your ad targeting before acting on it. We may, but need not, request any of those, and where we do request them we may decline to produce the affected Deliverable until we receive them. Our not asking is not a waiver of your responsibility under this Section and does not shift it to us. You assume sole responsibility for the ground you state and for any resulting penalty, claim, investigation, or enforcement action. We may decline any direction under this Section at our discretion and without giving reasons.

6.7 Notice of complaints. If you receive any complaint, takedown notice, inquiry, demand, or notice of investigation from any person, platform, or authority concerning AI disclosure, synthetic media, or provenance in relation to a Deliverable, you will notify us in writing within two (2) Business Days and provide a copy. You will not represent, on our behalf or as our position, that any Deliverable was produced or disclosed in any particular way without our prior written consent.

6.8 Allocation. Where a penalty, claim, or enforcement action arises from an advertisement published without a compliant disclosure, and our delivered file contained the disclosure required by Section 6.3, the resulting liability is yours and is covered by your indemnity in Section 9.3.

7.1 Platform discretion. Meta and other platforms have sole discretion over whether an advertisement is approved, how it is delivered, and whether an account or asset is restricted or disabled. Because we do not publish or place your advertising, we have no involvement in and no responsibility for any rejection, disapproval, delivery limitation, restriction, or account action affecting you.

7.2 Policy compliance. We produce Creatives with the intent of complying with published platform advertising policies as we understand them, but we do not warrant that any Deliverable will be approved or will remain approved. Platform policies change without notice, and confirming that a Deliverable complies with the policies of the platform you publish it on is your responsibility as the advertiser.

7.3 No performance guarantee. We make no representation or warranty regarding return on ad spend, cost per acquisition, click-through rate, hook rate, conversion rate, revenue, or any other performance outcome. Any figures, benchmarks, or projections we share are illustrative only.

8.1 Each party will protect the other's non-public business, technical, financial, and customer information disclosed in connection with this Agreement using at least reasonable care, will use it only to perform or receive the Services, and will not disclose it except to representatives with a need to know who are bound by comparable obligations. Our prompts, workflows, model configurations, and pipelines are our Confidential Information. Your unreleased products, campaign strategy, and performance data are your Confidential Information. Standard exclusions apply for information that is public, independently known, independently developed, or rightfully received from a third party, and for disclosures compelled by law with reasonable advance notice where permitted. This Section does not restrict the processing described in Section 4.2.

9.1 Our warranty. We warrant that we will perform the Services in a professional and workmanlike manner, and that to our knowledge the Really Cool Ads Materials we incorporate into a Deliverable do not infringe the copyright of any third party. As to Licensed Elements, we warrant only that we hold a license covering our own incorporation of the element into the Deliverable; we make no warranty about your use beyond the scope described in Section 5.10.

9.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

9.3 Your indemnity. You will defend, indemnify, and hold harmless Really Cool LLC and its members, officers, employees, and contractors from and against all third-party claims, government investigations, penalties, fines, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client Materials, including any claim that they infringe or misappropriate any intellectual property, publicity, privacy, or biometric right; (b) any product, service, or advertising claim you supplied or approved, including any claim of false or deceptive advertising or lack of substantiation; (c) your removal, alteration, degradation, or omission of any disclosure, label, watermark, or provenance metadata contrary to Section 6.4, your alteration or publication of a Deliverable under Section 6.5, your written direction under Section 6.6, or any failure to satisfy a disclosure requirement applicable to an advertisement you published; (d) your use of a Deliverable before payment for the applicable Group; (e) your products, services, business practices, and websites; (f) your breach of Section 4.9; and (g) your breach of this Agreement.

9.4 Our indemnity. We will defend, indemnify, and hold you harmless from third-party claims that a Really Cool Ads Material incorporated by us into a Deliverable infringes a third party's U.S. copyright, provided the claim does not arise from Client Materials, your instructions, your modifications, your combination of the Deliverable with other materials, or use after we notify you to stop. Where the claim concerns a Licensed Element, our obligation under this Section is limited to pursuing and passing through to you whatever indemnity our licensor provides, and does not exceed it. Our aggregate obligation under this Section is subject to Section 9.5.

9.5 Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, WASTED OR LOST ADVERTISING SPEND, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, INDEMNITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS YOU ACTUALLY PAID US UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, LESS ANY AMOUNTS WE REFUNDED OR CREDITED TO YOU. WHERE YOU PAID US NOTHING IN THAT PERIOD, WE HAVE NO LIABILITY. THIS IS A SINGLE AGGREGATE CAP ACROSS ALL CLAIMS, NOT A CAP PER CLAIM. These limits do not apply to your payment obligations or to your indemnity obligations under Section 9.3.

9.6 Claims period. Any claim arising out of this Agreement must be brought within one (1) year after the claim accrues, except for claims for non-payment.

10.1 Term. The Subscription begins on the date of your first payment and continues for an initial term of one (1) month, then renews automatically for successive one-month terms until cancelled.

10.2 Cancellation. Either party may cancel by giving written notice at any time up to the day before the next renewal date, effective at the end of the then-current term. Cancellation does not entitle you to a refund of the current cycle, and does not waive amounts already accrued, including for Additional Creatives already requested.

10.3 Plan changes. You may change Plans effective at the start of the next monthly cycle on written notice given at any time up to the day before that cycle begins.

10.4 Pause. We may, at our discretion, permit you to pause the Subscription for up to three (3) months in any twelve-month period. A pause is not a cancellation: this Agreement remains in force throughout, and Sections 5, 6, 8, and 9 continue to apply. The following govern a pause.

(a) How one starts and ends. A pause takes effect only when we confirm it in writing, and our confirmation states the date it begins and the date it ends. Nothing obliges us to grant a pause, to grant one of any particular length, or to grant another later.

(b) Fees and production. No Subscription Fee accrues for a paused cycle, and we produce no Creatives during a pause. Amounts accrued before the pause began remain payable, including for Additional Creatives already confirmed under Section 2.3.

(c) No renewal, no accrual. Monthly terms do not renew during a pause, and no Creative volume accrues or carries forward into the resumed Subscription.

(d) Work already delivered. A pause does not suspend the Approval period in Section 1, any Revision window under Section 2.6(a), or your obligations under Sections 3.2, 5.3, and 6.4 as to Creatives delivered before it began, and does not vest any assignment in an unpaid Deliverable. Whether you Approved a Creative in the cycle preceding the pause is determined as at the date the pause begins, and pausing does not by itself make that cycle's Subscription Fee unpayable under Section 3.9.

(e) Resumption. The Subscription resumes on the stated end date at our pricing then generally applicable to your Plan, which we will confirm to you before resumption. If you do not resume on that date, the Subscription is cancelled with effect from that date and Section 10.6 applies.

10.5 Termination for cause. Either party may terminate immediately on written notice if the other party materially breaches and fails to cure within ten (10) days of notice, or becomes insolvent or subject to a bankruptcy proceeding. We may terminate immediately, without cure period, for non-payment, for your breach of Sections 4.1, 4.5, 4.8, 4.9, 5.3, 5.10(c), 6.4, or 6.6, or if we reasonably believe continued performance exposes us to legal or regulatory risk or to platform enforcement.

10.6 Effect of termination. On termination: all accrued amounts become immediately due; your license to any Deliverable in an unpaid Group terminates and no assignment vests in respect of it; assignments already vested in fully paid Groups survive; and each party will return or destroy the other's Confidential Information on request. We may retain or delete the Working Files at our discretion, and have no obligation to preserve them beyond thirty (30) days after termination.

10.7 Survival. Sections 1, 3.2, 3.5–3.12, 4.1, 4.3, 4.4, 4.8, 4.9, 5, 6.2, 6.4–6.8, 8, 9, 10.6, 10.7, and 11 survive termination.

11.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules.

11.2 Dispute resolution.

(a) Direct discussion. The parties will first attempt to resolve any dispute through good-faith discussion between senior representatives for thirty (30) days after one party gives the other written notice of the dispute.

(b) Mediation. If the dispute is not resolved in that period, either party may demand confidential mediation, and the parties will mediate before one neutral mediator agreed between them or, failing agreement within fourteen (14) days of the demand, appointed by the American Arbitration Association under its Commercial Mediation Procedures. Mediation may be conducted remotely, and the parties share the mediator's fees equally. If the mediation has not taken place within forty-five (45) days after the demand, or the dispute remains unresolved after it, either party may proceed to arbitration.

(c) Arbitration. Any dispute not resolved under Sections 11.2(a) and 11.2(b) will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Expedited Procedures where the amount in dispute qualifies, before one arbitrator, seated in Wilmington, Delaware. Hearings may be conducted remotely, and where the amount in dispute is under $25,000 either party may elect that the matter be decided on documents alone. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears an equal share of the arbitrator's fees and its own costs, subject to Section 3.7 and to any allocation the arbitrator awards.

(d) Exceptions. The mediation requirement in Section 11.2(b) does not apply to a claim for non-payment of amounts due under Section 3, which either party may take to arbitration once the period in Section 11.2(a) has run. Either party may at any time, without first complying with Section 11.2(a) or 11.2(b), bring an individual claim in a small claims court of competent jurisdiction, or seek temporary, preliminary, or emergency injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

(e) Costs and waivers. Where the Client is a natural person or a sole proprietor, we will pay the portion of any mediation or arbitration filing and administrative fees that exceeds the filing fee the Client would pay to commence the same action in the state court of general jurisdiction where the Client resides. Each party waives any right to a jury trial and to participate in a class or representative action.

11.3 Independent contractor. We are an independent contractor. Nothing creates an employment, partnership, joint venture, agency, or fiduciary relationship.

11.4 Non-exclusivity. We may provide services to any other client, including your competitors, subject to our confidentiality obligations.

11.5 Non-solicitation. During the Subscription and for twelve (12) months after, you will not directly or indirectly solicit for employment or engagement any of our employees or contractors who worked on your account, other than through general public advertising.

11.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, civil unrest, labor disputes, internet or utility failure, and failures, outages, policy changes, rate limits, or terminations affecting third-party AI models, platforms, or vendors we rely on. If such an event prevents delivery for more than thirty (30) days, either party may terminate the affected cycle and we will credit unearned fees for undelivered Creatives.

11.7 Assignment. You may not assign this Agreement without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign to an affiliate or successor.

11.8 Notices. Notices must be in writing and are effective when sent to the email addresses the parties designate for notice, or, in the case of notices to us, to legal@reallycoolads.com, with a copy by mail to Really Cool LLC, 254 Chapman Road, STE 208 #14583, Newark, DE 19702. Operational communications by email or shared workspace are sufficient for briefs, approvals, and delivery.

11.9 Changes to these Terms. We may update these Terms prospectively. Material changes take effect at the start of your next monthly term, and we will give at least thirty (30) days' notice. Your continued use of the Services or payment of a renewal Subscription Fee after that date constitutes acceptance. If you do not accept, cancel under Section 10.2. Changes do not apply retroactively to Deliverables already delivered.

11.10 Severability; waiver; interpretation. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder stays in force. No waiver is effective unless in writing. "Including" means "including without limitation." Headings are for convenience only. This Agreement will not be construed against either party as drafter.

11.11 Entire agreement. This Agreement, together with any Addendum, is the entire agreement and supersedes all prior discussions, proposals, and understandings. Any purchase order, vendor portal terms, or other Client document is of no effect, and any conflicting or additional terms in it are rejected, even if we acknowledge or perform against it.

11.12 Counterparts and electronic acceptance. Electronic signature, click-acceptance, and electronic records are valid and enforceable and satisfy any requirement of a writing.

Questions about these Terms? Email us at legal@reallycoolads.com.