Terms of Service

# SUAIVE AD INTELLIGENCE ## TERMS OF SERVICE

Last Updated: October 24, 2026

Website: https://suaive.com

Operated by: Client Interactive Systems LLC

### Introduction and Acceptance

Welcome to Suaive Ad Intelligence ("Suaive," "Company," "we," "us," or "our").

These Terms of Service govern access to and use of Suaive Ad Spend Protection, including the advertising optimization software, dashboards, integrations, reporting, and related services (collectively, the "Services").

By affirmatively accepting these Terms, registering for the Services, purchasing the Services, or connecting an advertising account after being presented with these Terms, you agree to be legally bound by them.

If you act on behalf of a business or organization, you represent that you have authority to bind that organization.

**IMPORTANT: THE SERVICES USE AUTOMATED TECHNOLOGY THAT MAY MODIFY ADVERTISING CAMPAIGNS WITHOUT INDIVIDUAL APPROVAL. THESE TERMS INCLUDE RISK ACKNOWLEDGMENTS, WARRANTY DISCLAIMERS, RELEASES OF CLAIMS, LIMITATIONS OF LIABILITY, INDEMNIFICATION OBLIGATIONS, AND DISPUTE RESOLUTION PROVISIONS.**

### 1. Eligibility and Account Registration

The Services are intended exclusively for business and commercial purposes.

By using Suaive, you represent that:

- You are at least 18 years old. - You have legal authority to enter this agreement. - You are authorized to connect and manage the advertising accounts involved. - You will provide accurate registration and billing information. - You will comply with applicable laws, advertising platform policies, and payment processor requirements. - You will not use the Services for unlawful, fraudulent, deceptive, or unauthorized activities.

We may approve, decline, suspend, or terminate accounts for legitimate operational, security, compliance, payment, or business-risk reasons, subject to applicable law.

You are responsible for maintaining the confidentiality of your account credentials and managing access by authorized users.

### 2. Description of Services

Suaive Ad Spend Protection provides AI-powered technology designed to monitor advertising performance and identify advertising expenditure that automated systems determine may be inefficient or potentially wasteful.

Depending on the functionality enabled, the Services may:

- Pause or disable advertising campaigns. - Pause or disable advertising ad sets. - Pause or disable individual advertisements. - Reduce campaign or ad set budgets. - Analyze advertising performance and generate reports or recommendations.

The Services are designed to help reduce unnecessary advertising expenditure. They do not guarantee actual financial savings, improved advertising performance, increased profitability, or any particular business outcome.

### 3. Authorization for Automated Advertising Actions

By connecting an advertising account and activating Suaive Ad Spend Protection, you expressly authorize Suaive and its underlying technology providers to access relevant advertising account information and perform automated optimization actions on your behalf.

You acknowledge that:

- Automated decisions may occur without separate human review or approval. - Automated decisions may differ from those made by professional advertising managers. - Automated decisions may be incorrect, unnecessary, or commercially unfavorable. - Automated actions may reduce advertising delivery, impressions, conversions, leads, sales, revenue, or profitability. - The Services may fail to identify inefficient advertising expenditure. - The Services may identify expenditure as inefficient when continued advertising might have produced favorable results.

You remain responsible for monitoring your advertising accounts, campaigns, budgets, and business outcomes.

You may reverse advertising actions through the applicable advertising platform, subject to its available functionality.

Pausing or canceling the Services does not automatically reverse previously completed advertising actions.

Neither Suaive nor its underlying technology providers acts as your fiduciary, financial adviser, or individually supervised advertising manager.

### 4. Third-Party Advertising Platforms

The Services connect to advertising platforms, including Meta, through authorized integrations.

By connecting an advertising account, you authorize Suaive and its underlying technology providers to access relevant information and perform permitted actions through those integrations.

Advertising platforms operate independently of Suaive.

Neither Suaive nor its technology providers controls third-party advertising delivery, account restrictions, billing systems, API availability, or changes to platform policies.

We are not responsible for failures or interruptions caused by third-party platforms beyond our reasonable control, except where applicable law imposes responsibility that cannot be excluded.

Suaive is not affiliated with, endorsed by, or sponsored by Meta Platforms, Inc.

### 5. Pricing, Billing, and Refunds

**Service Package:** Suaive Ad Spend Protection

**Pricing Model:** 10% of Qualifying Advertising Spend Protected

**Billing Method:** Performance-based, post-optimization billing.

**Billing Frequency:** [CONFIRM DAILY BILLING WITH HALCRUS BEFORE PUBLICATION]

**Payment Processor:** Stripe, or another payment method expressly disclosed during enrollment.

#### How Performance Fees Are Calculated

Suaive calculates its performance fee as 10% of qualifying advertising spend protected by eligible optimization actions, using the calculation methodology disclosed before purchase.

For example:

- Qualifying advertising spend protected: $1,000 - Suaive performance fee (10%): $100 - Calculated protected-budget amount less the performance fee: $900

"Qualifying Advertising Spend Protected" refers to advertising budget calculated under the applicable technology platform's methodology as prevented from being spent following qualifying optimization actions.

Protected advertising spend is not necessarily realized financial savings, additional profit, or an amount that would otherwise have been spent.

The qualifying-action rules, calculation methodology, billing period, and any applicable adjustments will be disclosed before the customer authorizes paid service.

#### When Customers Are Charged

Customers are charged after qualifying optimization actions have occurred and the associated protected advertising spend has been calculated.

[IF HALCRUS CONFIRMS DAILY BILLING, INSERT: "Performance fees are calculated and billed daily following the recording of qualifying optimization activity."]

If no qualifying protected advertising spend is recorded during a billing period, no performance fee is assessed for that period.

Any additional charges must be separately disclosed and agreed to before they apply.

#### Payment Authorization

By activating the paid Services and providing an authorized payment method, you authorize Suaive and its payment processor to charge applicable fees according to the pricing and billing arrangement accepted during enrollment.

Fees already incurred remain payable following cancellation.

Applicable taxes may be charged where required.

We may modify pricing prospectively by providing notice as required by applicable law.

#### Refund Policy

[INSERT CONFIRMED REFUND POLICY BEFORE PUBLICATION.]

Billing errors and disputed calculations may be submitted to [BILLING SUPPORT EMAIL] for review.

Nothing in these Terms limits refund or payment rights that cannot legally be waived.

### 6. Payments and Merchant of Record

[LEGAL BUSINESS NAME], operating as Suaive Ad Intelligence, is the merchant of record for customer transactions, subject to the actual payment arrangement and applicable processor requirements.

Payments are processed through our connected Stripe account or another payment method expressly disclosed to the customer.

Our underlying technology providers do not become parties to the customer purchase agreement merely because they supply software or payment integrations.

Suaive is responsible for its customer-facing pricing, billing disclosures, refunds, payment disputes, and contractual obligations, subject to applicable law and payment processor agreements.

### 7. Underlying Technology Providers

Suaive uses software, infrastructure, integrations, and related technology supplied by independent third-party providers.

These include Halcrus and its current and future operating, contracting, licensing, and affiliated entities, including but not limited to SuperX Labs LLC, together with their respective successors, assigns, authorized contractors, and technology providers.

These entities and persons are collectively referred to in these Terms as the "Technology Providers."

Technology arrangements may change as providers reorganize, establish additional entities, transfer operations, or modify their corporate structures.

Such changes do not automatically alter your contractual relationship with Suaive.

Suaive remains your contracting service provider unless you separately agree otherwise.

### 8. Technology Protected Parties and Third-Party Beneficiaries

"Technology Protected Parties" means Halcrus, all current and future entities operating, owning, licensing, developing, or providing the Halcrus technology, including SuperX Labs LLC, and their respective present and future parents, subsidiaries, affiliates, successors, assigns, members, managers, directors, officers, employees, contractors, and authorized technology providers.

The Technology Protected Parties are expressly intended third-party beneficiaries of Sections 3, 7, 8, 9, 10, 11, 12, and 13 of these Terms.

To the fullest extent permitted by applicable law, they may independently enforce the authorizations, risk acknowledgments, warranty disclaimers, releases, liability limitations, and indemnification provisions in those sections.

Technology Protected Parties do not assume Suaive's independent pricing, billing, refund, marketing, customer support, or contractual obligations.

Nothing in these Terms creates a direct service contract between you and a Technology Protected Party solely because it is named as a third-party beneficiary.

### 9. No Performance Guarantees and Warranty Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

To the fullest extent permitted by applicable law, Suaive and the Technology Protected Parties disclaim warranties not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Neither Suaive nor the Technology Protected Parties guarantees:

- Advertising savings. - Increased profitability. - Improved return on advertising spend. - Increased revenue, leads, or conversions. - Continuous service availability. - Error-free automated decisions. - Detection of every inefficient advertising expense. - Compatibility with every third-party platform. - Results comparable to human advertising management.

Past performance does not guarantee future results.

### 10. Assumption of Risk and Release of Claims

THIS SECTION IS A MATERIAL CONDITION OF ACCESS TO THE SERVICES.

You acknowledge and voluntarily assume the commercial risks associated with automated advertising optimization.

These risks include incorrect automated decisions, missed optimization opportunities, reduced advertising delivery, lost conversions, lost revenue, interrupted campaigns, and other adverse business outcomes.

To the fullest extent permitted by applicable law, you release and waive claims against Suaive and the Technology Protected Parties arising solely from the ordinary operation of the disclosed automated optimization functionality and resulting advertising performance or business outcomes.

This release does not apply to claims or liabilities that applicable law prohibits releasing.

### 11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Neither Suaive nor the Technology Protected Parties shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, lost advertising results, lost goodwill, loss of data, or business interruption.

This exclusion applies whether a claim arises in contract, tort, negligence, strict liability, or another legal theory, to the extent permitted by law.

Suaive's aggregate liability for all claims arising from or relating to the Services or these Terms shall not exceed the total fees actually paid by the customer to Suaive during the three months immediately preceding the event giving rise to the claim.

The aggregate liability of the Technology Protected Parties shall not exceed the same amount, collectively and not separately for each protected party, to the extent enforceable under applicable law.

These limitations apply even if a remedy fails of its essential purpose, to the extent permitted by law.

Nothing in these Terms excludes or limits liability where prohibited by applicable law.

### 12. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Suaive and the Technology Protected Parties against third-party claims, damages, liabilities, losses, and reasonable legal expenses arising from:

- Unauthorized connection or management of advertising accounts. - Your advertising content, products, or services. - Violations of applicable laws or advertising platform policies. - Misuse of the Services. - Breach of these Terms. - Infringement of third-party rights. - Unauthorized disclosure of information or credentials.

Indemnification does not extend to liabilities that applicable law prohibits shifting or claims for which indemnification is legally unavailable.

No settlement imposing obligations on a Technology Protected Party may be entered into without that party's written consent.

### 13. Intellectual Property and Data Rights

Suaive and its licensors retain their respective rights in software, technology, algorithms, infrastructure, models, documentation, branding, and proprietary intellectual property.

Customers receive a limited right to access and use the Services during their authorized service period.

Customers may not reverse engineer, copy, distribute, resell, or otherwise exploit proprietary technology except as expressly authorized or legally permitted.

Customers and relevant third parties retain their lawful rights in advertising accounts, advertising content, and underlying information.

Neither Suaive nor its Technology Providers claims ownership of personal information or third-party advertising platform data merely because it is processed through the Services.

You authorize Suaive and its Technology Providers to access and process information reasonably necessary to provide the Services, subject to applicable laws, platform requirements, and these Terms.

### 14. Cancellation and Termination

Customers may cancel the Services according to the cancellation process disclosed in their account or accepted commercial terms.

[INSERT VERIFIED CANCELLATION METHOD AND EFFECTIVE DATE RULES.]

Cancellation prevents future service renewals or charges as specified in those terms but does not eliminate fees already incurred.

Suaive may suspend or terminate access