These Terms of Service are between you and 1001610592 ONTARIO INC., an Ontario corporation operating under the registered business name adzy ("adzy," "we," "us," or "our").

You are responsible for activity that happens under your account and for keeping your authentication credentials secure. Notify us immediately if you believe your account has been compromised.

You must be at least 18 years old, or the age of majority in your jurisdiction if that is higher, to use adzy. adzy is a paid advertising tool that spends money on connected advertising platforms; we do not offer it to minors. If you use adzy on behalf of a company or other organisation, you represent that you are authorised to bind that organisation to these terms, and "you" means both you and that organisation.

You may not share your account credentials, and you may not resell, sublicense, or provide access to adzy to a third party except through the collaboration features we provide.

Plans renew automatically at the end of each billing period at the then-current price. You can cancel renewal at any time from the billing page; cancellation takes effect at the end of the current period and you keep access through that date.

Credit packs purchased under our pay-on-demand option are non-recurring, do not expire, and stack with any plan balance.

Credits included with a subscription plan work differently from purchased packs. Plan credits are granted for each billing period and are subject to a maximum wallet balance for your plan. If a periodic plan grant would take your balance above that maximum, the excess is not added and is forfeited — plan credits are an allowance for each period, not a balance that accumulates without limit. Purchased credit packs are never reduced or forfeited by this cap. You can see your current balance, your plan's maximum, and every grant or deduction in the ledger on your billing page.

Credits have no cash value, are not a stored-value or prepaid instrument, cannot be redeemed for money, and cannot be transferred or sold to anyone else. Unused credits are forfeited when an account is closed, except where a refund is required by law or by our refund policy.

Our refund policy is published at /legal#refunds. Except where required by law or stated there, payments are non-refundable. If we charge you in error we will correct it on request.

You are responsible for any taxes that apply to your purchases unless we are required to collect them.

You agree not to use adzy to create, generate, or distribute content that:

• violates the law, infringes intellectual-property rights, or breaches another person's privacy or publicity rights;
• depicts sexual content involving minors, non-consensual intimate imagery, or content created to harass or threaten an identifiable person;
• impersonates another person or organisation in a way that is misleading or deceptive;
• attempts to disable, probe, or circumvent the service's security, rate limits, or billing controls; or
• disseminates malware, instructions for weapons of mass harm, or material designed to facilitate self-harm.

We may suspend or terminate accounts that violate these rules, with or without notice depending on the severity of the conduct.

Some categories of advertising carry legal obligations that go beyond the policies of any single platform. You are solely responsible for identifying whether your advertising falls into one of these categories and for meeting every obligation that attaches to it.

This includes, without limitation, advertising relating to housing, employment, credit and financial services, insurance, healthcare and medical claims, pharmaceuticals, alcohol, tobacco and vaping, cannabis, gambling, firearms, political or election-related messaging, cryptocurrency and other financial products, and advertising directed at children.

Advertising in several of these categories is subject to anti-discrimination law — including, in the United States, the Fair Housing Act and the Equal Credit Opportunity Act, and in Canada, applicable human-rights legislation — which restricts how audiences may be selected and excluded. Most advertising platforms require such campaigns to be declared as a special ad category, which limits the available targeting. You are responsible for making that declaration and for configuring targeting lawfully.

adzy does not review your campaigns for regulatory compliance, does not determine whether your advertising falls into a special or regulated category, and does not make that declaration for you. Any targeting, audience, budget, or creative suggestion the service produces — including one generated automatically — is a suggestion only. You must review it before it runs.

You may use adzy to generate images, video, audio, and synthetic voices. If a generated asset depicts, resembles, or imitates a real identifiable person — including their face, body, or voice — you are responsible for holding every right and consent required to create and publish it, including rights of publicity and personality, and any consent required by biometric-privacy law.

You may not use adzy to create synthetic media that portrays a real person saying or doing something they did not say or do in a way intended to deceive, to depict a real person in a sexual or intimate context, or to impersonate a real person or brand for the purpose of fraud, endorsement they have not given, or election interference.

A number of jurisdictions require synthetic or AI-generated advertising content to be disclosed as such, and several advertising platforms require the same. Meeting those disclosure obligations is your responsibility.

adzy lets you connect advertising accounts on third-party platforms, which today include Meta, Google, TikTok, LinkedIn, Reddit, Snapchat, and Pinterest. When you connect an account you authorise us to access it and to take actions in it on your behalf, using the permissions you grant during authorisation. You can revoke that authorisation at any time from your connections settings or from the platform itself.

You remain the advertiser of record for everything published through your connected accounts. You are the party in a contractual relationship with each platform, you are responsible for complying with each platform's terms and advertising policies, and you are responsible for all advertising spend those accounts incur. adzy never becomes a party to your relationship with an advertising platform and does not pay for, reimburse, or control your ad spend.

Advertising platforms may reject creatives, disapprove campaigns, restrict features, suspend ad accounts, or ban advertisers, at their sole discretion and often without warning or explanation. They may change their APIs, policies, or pricing at any time, which may break or remove adzy features that depend on them. We are not liable for any of these outcomes, including lost spend, lost campaign performance, or the loss of a connected account.

adzy includes automated features that can act in your connected advertising accounts. These operate at an autonomy level you choose and can change at any time:

• Propose — the default. adzy researches, generates creatives, and drafts campaign proposals. Nothing is published and no spend can begin without your approval.
• Publish paused — adzy may publish approved concepts to the platform in a paused state. No spend begins until you activate them.
• Budget envelope — adzy may activate, pause, stop, and rebalance campaigns without asking you first, but only within a spending envelope you configure and explicitly authorise, such as a maximum daily total and a maximum per ad set.

By setting an autonomy level above Propose, and by configuring and authorising a budget envelope, you are giving standing authorisation for adzy to take the actions that level permits — including actions that cause your connected advertising accounts to spend money — without seeking your approval for each one. That authorisation stays in effect until you change the autonomy level, change the envelope, pause Autopilot, or disconnect the account.

You are responsible for all spend incurred under an envelope you authorised, and for reviewing your campaigns and spend regularly. The budget envelope is a control we apply on a best-efforts basis within adzy; it is not a hard spending limit at the platform, and it does not override budgets, bids, or billing thresholds configured on the platform itself. Where a platform offers its own account spending limit, we strongly recommend you set one as an independent backstop.

Automated systems make mistakes. Autopilot may misjudge performance, generate an unsuitable or off-brand creative, target an audience poorly, scale a campaign that is not working, or fail to act when acting would have been better. It relies on performance data reported by the advertising platforms, which is often delayed, estimated, or later restated. To the fullest extent permitted by law, you accept the results of actions taken within the autonomy level and envelope you authorised, and our liability for them is subject to the limitation of liability below. Nothing in this clause limits our liability where the loss was caused by our own wilful misconduct or gross negligence, or where liability cannot be limited by law.

You can stop automated activity at any time by pausing Autopilot, lowering the autonomy level, or revoking the platform connection. Actions already taken — including spend already incurred — are not reversed by doing so.

adzy is a tool for producing and managing advertising. We do not guarantee any advertising outcome — no level of reach, impressions, clicks, conversions, revenue, return on ad spend, or approval by any platform. Any figure shown in the product as a projection, benchmark, score, or forecast is an estimate for planning purposes only, is frequently derived from third-party or modelled data, and is not a promise of results.

adzy does not provide legal, tax, accounting, financial, or professional marketing advice. Recommendations the service produces are automated suggestions, not professional advice, and should not be relied on as a substitute for a qualified advisor.

adzy surfaces information about advertising run by other companies, drawn from publicly accessible sources such as platform ad libraries and from third-party data providers. This information is provided for research and inspiration. We do not warrant that it is accurate, complete, current, or attributed to the correct advertiser, and it may be delayed or incomplete relative to what is actually running.

You may not use adzy to infringe another party's intellectual property, to copy a competitor's creative wholesale, to misappropriate trade secrets, or to circumvent the access controls, rate limits, or terms of any third-party service. You are responsible for how you use what you find.

You retain all rights you have in the content you upload to adzy. You grant us a worldwide, royalty-free licence to host, process, transmit, and display that content solely as needed to provide the service to you (including forwarding it to the AI models you choose).

Subject to your compliance with these terms and applicable law, you own the outputs generated for you by the editor. adzy disclaims any ownership in those outputs except as needed to operate the service. AI-generated content may resemble third-party works; you are responsible for confirming you have the rights to use it for your intended purpose.

Generative models can produce identical or near-identical output for different users given similar instructions. We therefore cannot and do not warrant that any output is unique, original, or free of third-party rights, and we make no representation that output is eligible for copyright or trademark protection — in several jurisdictions, material generated without sufficient human authorship may not be protectable at all. If you intend to rely on an output as a brand asset, clear it independently.

adzy routes your prompts, uploads, and reference material to third-party model providers to produce output. Which provider handles a request depends on the model you select. When you use a model, you are also subject to that provider's acceptable-use policy, and your content may be refused, filtered, or flagged by that provider under policies we do not control.

Model providers change, deprecate, reprice, and withdraw models frequently and with little notice. We may add, remove, or substitute models, and a model available today may become unavailable. Where a model you were using is withdrawn, we will try to offer a comparable alternative, but we do not guarantee the continued availability of any specific model or that a replacement will produce comparable results.

Parts of adzy let you make content visible beyond your own account — publishing a character or template to a public gallery, sharing a project with collaborators, or posting to community surfaces. This is always your choice and is off by default.

When you choose to publish or share content, you grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, and distribute that content for the purpose of operating and promoting the relevant feature, and you grant other users the rights described in the feature at the time you publish — for example, the ability to view, remix, or fork a published character. This licence lasts as long as the content is published and for a reasonable period afterwards to allow for caches, backups, and copies other users made while it was public.

You can unpublish content at any time. Unpublishing removes it from public surfaces going forward, but we cannot retrieve copies that other users already made, and we are not obliged to.

We may, but are not required to, review, moderate, refuse, label, or remove published content, and we may do so without notice. We are not responsible for content published by other users, and we do not endorse it.

If you send us suggestions, feature requests, bug reports, or other feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use it for any purpose without obligation or compensation to you. We will not identify you as the source without your permission.

The adzy software, brand, and product surfaces are protected by intellectual-property laws. We do not grant you any right to use adzy's name, logos, or trade dress beyond use of the service as contemplated by these terms.

If you believe content hosted on adzy infringes your copyright, send a notice to legal@adzy.studio that includes: identification of the work, identification of the material to be removed, your contact information, a good-faith statement, a statement under penalty of perjury that the information is accurate and that you are authorised to act on the rightsholder's behalf, and your physical or electronic signature. Counter-notices follow the procedure in 17 U.S.C. § 512(g).

If you take part in our affiliate program, these additional terms apply. Participation is at our discretion and we may decline or end it at any time.

You earn a commission on qualifying payments made by customers you refer, at the rate and on the attribution terms shown in your affiliate dashboard at the time of the referral. A commission is provisional when earned and becomes payable only after the underlying payment has cleared and any refund or dispute window has passed. Commissions are reversed if the underlying payment is refunded, charged back, or reversed, or if we determine the referral was not genuine. Payouts are made to the method you configure once your balance reaches the published minimum.

You may not refer yourself, create accounts to refer yourself, bid on our brand terms in paid search, use our name or logos in a way that suggests you are us or are endorsed beyond an affiliate relationship, send unsolicited bulk messages to promote adzy, or use misleading claims about the product or its results. Referrals produced through any of these means are void and the associated commissions are forfeited.

Where the law requires it — including under the FTC endorsement guides in the United States and equivalent rules elsewhere — you must clearly and conspicuously disclose that you earn a commission when promoting adzy. You are an independent contractor, not our employee, agent, partner, or joint venturer, and you are responsible for your own taxes on any commission you receive. We may require tax documentation before paying you, and may withhold payment until we receive it.

adzy issues API keys for programmatic access, including through our MCP server. A key authenticates as you and carries your permissions and your credit balance. Keep it secret, do not commit it to a repository or share it, and revoke it immediately if it is exposed. You are responsible for everything done with your key, including credits it spends, until you revoke it.

You may not use automated access to circumvent rate limits, credit charges, or any other control, and you may not scrape the service, or use it to build a competing product, or resell access to it.

We sometimes release features labelled beta, preview, experimental, or early access. These are provided as-is for evaluation, may be unstable or incomplete, may change or be withdrawn without notice, and are excluded from any service commitment we otherwise make. Data created in a beta feature may not be preserved when the feature changes or is withdrawn.

We aim to keep adzy available and reliable, but we do not commit to a specific level of uptime unless we have separately agreed one with you in writing. The service depends on third parties — hosting, payment, model, and advertising providers among them — and their outages become ours.

We may add, change, or remove features, and may impose or adjust limits on usage, storage, or rate of access. Where a change materially reduces functionality you are paying for, we will give reasonable notice and, where required, a pro-rata refund of prepaid fees for the affected period.

You may not use adzy if you are located in, ordinarily resident in, or acting on behalf of a person or entity in a country or territory subject to comprehensive trade sanctions, or if you appear on a restricted-party list maintained by Canada, the United States, the United Kingdom, or the European Union. You may not make the service available to any such person or entity.

You may stop using adzy at any time. We may suspend or terminate your access if you violate these terms, fail to pay, or use the service in a way that creates legal or operational risk. On termination, we may delete your projects after a reasonable recovery window.

adzy is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, including merchantability, fitness for a particular purpose, and non-infringement. AI outputs can be inaccurate or unsuitable for your intended use; review them before relying on them.

To the fullest extent permitted by law, adzy will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, or goodwill, even if advised of the possibility. Our aggregate liability for any claim arising out of or related to these terms is limited to the greater of (a) the amount you paid us in the twelve months before the claim arose and (b) one hundred US dollars (US$100).

For clarity, and without limiting the above, amounts you spend on advertising through connected platform accounts are not fees paid to adzy, do not count toward that cap, and are not recoverable from us. The same applies to losses arising from a platform's decision to reject, disapprove, restrict, suspend, or ban your advertising or your account.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence, or under consumer-protection legislation that applies to you and cannot be waived. If any exclusion or limitation in this clause is held unenforceable, it applies to the maximum extent permitted, and the remainder of the clause continues in force.

The allocation of risk in this clause is a fundamental basis of the bargain between us and is reflected in our pricing. Some jurisdictions do not allow certain exclusions, so parts of this clause may not apply to you.

You will defend, indemnify, and hold harmless adzy and its officers, employees, and agents from third-party claims arising from your content, your use of the service, or your violation of these terms or applicable law.

We will give reasonable notice of material changes to these terms. Continued use after the effective date means you accept the updated terms; if you do not, stop using the service.

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting formal proceedings, please contact us at legal@adzy.studio with a description of the dispute and the resolution you are seeking. Most issues are resolved this way. If we have not resolved it within sixty days, either of us may proceed.

The courts of Ontario have exclusive jurisdiction over any dispute arising out of or relating to these terms, and both of us submit to that jurisdiction. This does not deprive you of the protection of any mandatory consumer-protection law of the country where you live, or of any non-waivable right to bring proceedings in your local courts. Either of us may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

Neither of us is liable for a failure or delay in performance caused by something outside our reasonable control, including outages or changes at hosting, payment, model, or advertising providers, network or internet failures, cyberattacks, natural disasters, epidemics, labour disputes, war, terrorism, or government action. Your obligation to pay amounts already due is not excused by this clause.

Entire agreement. These terms, together with the privacy notice and refund policy on this page and any order form or written agreement we sign with you, are the entire agreement between us about adzy and replace any earlier understanding. If we have signed a separate written agreement with you and it conflicts with these terms, that agreement governs.

Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest of these terms remain in force.

No waiver. If we do not enforce a provision, that is not a waiver of our right to enforce it later.

Assignment. You may not assign or transfer these terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of substantially all our assets.

Notices. We may give you notice by email to the address on your account or by posting in the product. Notices to us go to legal@adzy.studio.

Survival. Clauses that by their nature should survive termination do so, including those on content licences, intellectual property, disclaimers, limitation of liability, indemnification, and governing law.

Independent parties. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between us.

Questions about these terms? Reach us at legal@adzy.studio.