Terms of Service

Last updated: June 19, 2026

These Terms of Service ("Terms") govern your access to and use of the Overseer platform, API, website, and related services (collectively, the "Service") operated by Overseer ("we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

These Terms contain a binding arbitration provision and a class- action waiver (Section 18) that affect your legal rights. Please read them carefully.

1. Eligibility

You must be at least 18 years old and have the authority to enter into these Terms on behalf of yourself or the organization you represent. By using the Service, you represent and warrant that you meet these requirements and that you are not barred from using the Service under the laws of any applicable jurisdiction.

2. Account Registration

• You must provide accurate, complete, and current information when creating an account.
• You are responsible for maintaining the confidentiality of your account credentials, including API keys and access tokens.
• You are responsible for all activity that occurs under your account.
• You must notify us immediately at security@overseerads.com if you suspect unauthorized access to your account.

3. Permitted Use

You may use the Service to:

• Create, validate, and publish advertising content to supported ad platforms (TikTok, Meta, Snapchat, X) through our API.
• Manage creative assets, campaign configurations, and ad account connections.
• Access analytics and logs related to your use of the Service.

4. Prohibited Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law, regulation, or third-party rights.
• Submit creative content that is misleading, fraudulent, defamatory, obscene, infringing, or that violates the advertising policies of the target ad platforms.
• Attempt to gain unauthorized access to our systems, infrastructure, or other users' accounts.
• Reverse engineer, decompile, or disassemble any part of the Service, except to the extent this restriction is prohibited by applicable law.
• Use the Service to send spam, phishing content, or malware.
• Circumvent or disable any security, rate-limiting, or access control features of the Service.
• Resell, sublicense, or provide access to the Service to third parties except for managing advertising on behalf of your own clients in the ordinary course of your business.
• Use automated tools to scrape, crawl, or extract data from the Service beyond what is permitted through the API.
• Use the Service to build or train a competing product or machine- learning model.

5. Ad Platform Compliance

• You are solely responsible for ensuring that all content submitted through the Service complies with the advertising policies and terms of service of each target ad platform.
• Your use of each ad platform through the Service is also subject to that platform's own terms, which are incorporated into these Terms by reference as they apply to your activity.
• While Overseer performs automated validation checks, these do not guarantee compliance. You bear ultimate responsibility for your ad content.
• You must maintain valid, authorized access to each ad platform account you connect to the Service. We are not responsible for account suspensions or policy violations imposed by third-party platforms.

6. API Usage and Rate Limits

• API access is subject to rate limits as described in our documentation. We reserve the right to throttle or suspend access if usage exceeds reasonable limits or threatens system stability.
• We may modify API endpoints, parameters, or behavior with reasonable notice. We will make commercially reasonable efforts to maintain backward compatibility.
• The dry_run=True mode is the default for all orchestration requests. Live publishing requires explicit opt-in. You are responsible for verifying your configuration before enabling live publishing. We are not liable for ad spend or platform activity resulting from your enabling live publishing.

7. Intellectual Property

• Our IP: The Service, including its software, design, documentation, and branding, is owned by Overseer and protected by intellectual property laws. These Terms do not grant you any ownership rights in the Service.
• Your Content: You retain all rights to your creative assets, ad copy, and campaign data. By using the Service, you grant us a limited, non-exclusive, worldwide license to host, process, and transmit your content solely to provide the Service.
• Feedback: If you provide suggestions or feedback, we may use it without obligation to compensate you.

8. Confidentiality

Each party may receive non-public information of the other that is designated confidential or that should reasonably be understood to be confidential. The receiving party will use the same degree of care it uses for its own confidential information (and no less than reasonable care), use it only to perform under these Terms, and not disclose it except to personnel and contractors bound by confidentiality obligations. This section does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known prior to disclosure, or is independently developed.

9. Payment and Billing

• Fees are based on your selected plan and usage. Current pricing is available upon request.
• All fees are non-refundable except as required by law or as explicitly stated in a separate agreement. Fees are exclusive of taxes, which you are responsible for.
• We reserve the right to modify pricing with 30 days' notice. Continued use after the effective date constitutes acceptance of the new pricing.
• Overdue payments may result in suspension or termination of your account and may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

10. Service Availability

• We strive to maintain high availability but do not guarantee uninterrupted access. Except where a separate written service-level agreement applies, the Service is provided without a committed uptime guarantee.
• We are not responsible for downtime or failures caused by third-party ad platforms, cloud providers, or network issues.
• We will make reasonable efforts to notify you in advance of scheduled maintenance.

11. Beta and Early-Access Features

We may offer features identified as beta, preview, or early access. These are provided "as is," may be changed or discontinued at any time, may be less reliable than generally available features, and are excluded from any availability commitment. Your use of such features is at your own discretion.

12. Data and Security

Our collection and use of personal data is governed by our Privacy Policy, and, where we process data on your behalf, our Data Processing Addendum. By using the Service, you acknowledge and agree to those terms.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, title, and non-infringement.
• We shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, data, ad spend, business opportunities, or goodwill, even if advised of the possibility of such damages.
• Our total aggregate liability for any claims arising out of or relating to the Service shall not exceed the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
• We are not liable for any losses resulting from actions taken by third-party ad platforms, including but not limited to account suspensions, ad rejections, ad spend, or policy enforcement.
• Some jurisdictions do not allow certain limitations, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Overseer, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service.
• Your violation of these Terms.
• Your content, including any advertising content that violates third-party rights or ad platform policies.
• Your violation of any applicable law or regulation.

15. Export Controls and Sanctions

You represent that you are not located in, and will not use the Service from, a country or territory subject to comprehensive trade sanctions, and that you are not on any government restricted-party or denied-persons list. You agree to comply with all applicable export control and sanctions laws in your use of the Service.

16. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or failures of third-party platforms or providers.

17. Termination

• You may terminate your account at any time by contacting us at contact@overseerads.com.
• We may suspend or terminate your access to the Service at any time for violation of these Terms, non-payment, or if we reasonably believe your use poses a risk to the Service or other users.
• Upon termination, your right to use the Service ceases immediately. We will delete your stored credentials within 30 days of termination. Data retention for other information is governed by our Privacy Policy.
• Sections 7, 8, 13, 14, 18, and 19 survive termination of these Terms.

18. Governing Law and Dispute Resolution

• These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.
• Any disputes arising under these Terms shall first be subject to good-faith negotiation for a period of 30 days. If unresolved, disputes shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
• You agree to resolve disputes on an individual basis and waive any right to participate in class, collective, or representative actions.
• Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

19. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any order form or separate written agreement, constitute the entire agreement between you and Overseer regarding the Service.
• Severability: If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Our failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights without restriction.
• No Third-Party Beneficiaries: These Terms do not confer any rights on any third party.
• Modifications: We may modify these Terms at any time. We will notify you of material changes via email or a prominent notice on the Service at least 30 days before changes take effect. Continued use after the effective date constitutes acceptance.

20. Contact Us

For questions about these Terms, contact us at:

• Legal: legal@overseerads.com
• General inquiries: contact@overseerads.com