Terms of Service

Last Updated: January 20, 2025

1. Acceptance of Terms

Welcome to Ad Nop. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Ad Nop ("Ad Nop," "we," "us," or "our") governing your access to and use of our email marketing platform, services, and website.

By accessing or using our services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our services.

2. Description of Services

Ad Nop provides performance-driven email marketing services, including:

• Data-driven audience segmentation and targeting
• Interest-based and intent-based email campaign delivery
• Multi-vertical offer matching across finance, insurance, home services, health, education, and travel industries
• Real-time campaign analytics and performance reporting
• Deliverability optimization and inbox placement management
• Compliance support for CAN-SPAM, CCPA, GDPR, and industry-specific regulations

3. Account Registration and Responsibilities

3.1 Account Creation

To access certain features of our services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized access or security breach

3.2 Account Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our services. You represent and warrant that all information you provide is truthful and accurate.

3.3 Account Responsibility

You are solely responsible for all activities that occur under your account. Ad Nop is not liable for any loss or damage arising from unauthorized use of your account.

4. Acceptable Use Policy

4.1 Permitted Use

You agree to use our services only for lawful purposes and in accordance with these Terms. You may use our platform to deliver legitimate marketing communications to recipients who have provided appropriate consent.

4.2 Prohibited Activities

You agree NOT to:

• Send unsolicited commercial emails (spam) or violate CAN-SPAM, GDPR, CCPA, or other anti-spam laws
• Use purchased, scraped, or non-permission-based email lists
• Distribute malware, viruses, phishing attempts, or fraudulent content
• Send emails promoting illegal products, services, or activities
• Engage in deceptive, misleading, or false advertising practices
• Use our services to harass, threaten, or harm others
• Impersonate any person or entity, or falsely state or misrepresent your affiliation
• Interfere with or disrupt the integrity or performance of our services
• Attempt to gain unauthorized access to our systems or networks
• Use our services in any manner that could damage, disable, or impair our platform

4.3 Consequences of Violation

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account, withholding of payments, and potential legal action. We reserve the right to investigate and take appropriate action at our sole discretion.

5. Payment Terms

5.1 Pricing and Billing

Pricing for our services is based on the agreed-upon pricing model (CPM, CPC, CPL, CPA, or custom arrangements) as specified in your service agreement or order form. All fees are non-refundable unless otherwise stated in writing.

5.2 Payment Methods

You agree to provide valid payment information and authorize us to charge your designated payment method for all fees incurred. Payment is due within the timeframe specified in your invoice or service agreement.

5.3 Late Payments

Late payments may result in suspension of services and may incur late fees of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.

5.4 Taxes

You are responsible for all applicable sales, use, value-added, and other taxes or duties, excluding taxes based on our net income.

6. Data and Privacy

6.1 Client Data

You retain all ownership rights to the data you provide to us. By using our services, you grant us a limited license to process, store, and use your data solely for the purpose of providing our services.

6.2 Data Quality and Compliance

You represent and warrant that:

• You have obtained all necessary consents and permissions to share recipient data with us
• Your data complies with all applicable privacy and data protection laws
• You have the legal right to send marketing communications to your recipients
• Your email lists are permission-based and comply with CAN-SPAM, GDPR, CCPA, and other regulations

6.3 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7. Intellectual Property

7.1 Ad Nop IP

All content, features, and functionality of our services, including but not limited to text, graphics, logos, software, algorithms, and trademarks, are owned by Ad Nop and are protected by copyright, trademark, and other intellectual property laws.

7.2 Client Content

You retain ownership of any content, creative assets, or materials you provide to us. By submitting content to our platform, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and display your content solely to provide our services.

7.3 Restrictions

You may not copy, modify, distribute, sell, or lease any part of our services or proprietary technology without our express written permission.

8. Campaign Performance and Deliverability

8.1 No Guarantees

While we strive to achieve high inbox placement rates and campaign performance, we do not guarantee specific results, open rates, click rates, conversion rates, or ROI. Email deliverability depends on numerous factors, including ISP policies, sender reputation, content quality, and recipient engagement.

8.2 Performance Benchmarks

Any performance metrics, case studies, or benchmarks shared are for illustrative purposes only and do not constitute a guarantee of future results.

8.3 Optimization Efforts

We will make commercially reasonable efforts to optimize campaign performance, but outcomes may vary based on factors outside our control.

9. Term and Termination

9.1 Term

These Terms remain in effect for as long as you access or use our services, or until terminated in accordance with this section.

9.2 Termination by You

You may terminate your account at any time by providing written notice to support@adnop.com. You remain responsible for all fees incurred prior to termination.

9.3 Termination by Ad Nop

We reserve the right to suspend or terminate your account at any time, with or without notice, for:

• Violation of these Terms or our Acceptable Use Policy
• Non-payment of fees
• Fraudulent, illegal, or harmful activity
• Excessive complaints, spam reports, or bounce rates
• Conduct that damages our reputation or deliverability

9.4 Effect of Termination

Upon termination, your right to use our services will immediately cease. We may delete your account data in accordance with our data retention policies. Provisions that by their nature should survive termination (including payment obligations, intellectual property rights, and limitation of liability) will remain in effect.

10. Disclaimers and Limitation of Liability

10.1 No Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AD NOP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES.

IN NO EVENT SHALL AD NOP'S TOTAL LIABILITY EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 Indemnification

You agree to indemnify, defend, and hold harmless Ad Nop, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of:

• Your use of our services
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your infringement of any third-party rights

11. Compliance with Laws

You agree to comply with all applicable federal, state, local, and international laws and regulations, including but not limited to:

• CAN-SPAM Act: Include accurate sender information, honor opt-out requests within 10 business days, and avoid deceptive subject lines
• GDPR: Obtain proper consent, provide transparency, and honor data subject rights
• CCPA: Provide privacy notices and honor consumer rights requests
• TCPA: Obtain prior express written consent before sending marketing texts or making automated calls (if applicable)

Ad Nop provides tools to support compliance, but ultimate responsibility for legal compliance rests with you.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website with a new "Last Updated" date or by sending you an email notification. Your continued use of our services after such changes constitutes acceptance of the revised Terms.

13. Dispute Resolution and Governing Law

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.

13.2 Dispute Resolution

Any disputes arising out of or relating to these Terms or our services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Las Vegas, Nevada. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13.3 Exceptions

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or prevent unauthorized use of our services.

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any service-specific agreements, constitute the entire agreement between you and Ad Nop regarding your use of our services.

14.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign or transfer these Terms at any time without restriction.

14.5 Force Majeure

Ad Nop shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or internet outages.

15. Contact Information