1. Introduction
1.1 These Terms and Conditions (“Agreement”) govern access to and use of the AI compliance SaaS platform, websites, AI models, dashboards, application programming interfaces (“APIs”), integrations with third-party advertising platforms, and any related services (collectively, the “Services”) provided by HERUS ADTECH INC. (“Company”, “We”, “Us”).
1.2 By accessing, subscribing to, or using our Services, you (“User”, “You”) agree to be bound by this Agreement.
1.3 If you do not agree, do not use the Services.
1.4 The Company may update these Terms from time to time. Updated Terms will be posted on our website. Continued use constitutes acceptance.
1.5 You agree not to use the Services to: Engage in any unlawful, fraudulent, or deceptive activity; Use the Services to create, distribute, or monitor content in violation of any law, regulation, or third-party rights; Use the Services to check or manage content for illegal, adult, gambling, or restricted industries without proper authorization; Attempt to extract, reverse engineer, or copy the underlying AI models, software, or APIs; Interfere with the proper operation, security, or integrity of the Services; Circumvent limitations, quotas, or any technical controls imposed by the Company; Collect data from other users without their consent or engage in unauthorized data scraping. Use the Services to create, distribute, or monitor content that is hateful, harassing, or discriminatory based on legally protected characteristics;
1.6 You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargoes or sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine. You are not listed on any U.S. government denied-party list, including OFAC’s Specially Designated Nationals (SDN) List. Access to the Services is conditioned on compliance with U.S. and applicable export control laws. The Company may suspend or terminate your account immediately if it determines that you are in violation of these laws.
1.7 The Services are not intended for children under the age of 13, and we do not knowingly collect personal information from children under 13. If we become aware that a child under 13 has created an account or submitted data, we will delete such information promptly. If you are located in the EU or UK, you must be at least 16 years old to use the Services unless parental consent is provided in accordance with applicable law.
1.8 By using the Services, you consent to receive electronic communications from the Company, including account notices, legal updates, billing confirmations, renewal notices, and disclosures required by law. These electronic communications satisfy any legal requirement that such communications be in writing.
2. Subscription Plans and Features
2.1 The Services are offered under a pricing plan that the Company will provide to you, which shall form an integral part of this Agreement (the “Pricing Plan”).
2.2 Users must select a plan from the options available in the Pricing Plan. Users may upgrade their plan at any time. Downgrades will take effect at the start of the next billing cycle.
2.3 “Services” means the services described in the Pricing Plan and any services that you access or purchase through our website, excluding Third-Party Services. Nothing in the Services, including AI-generated results, reports, alerts, analyses, or recommendations, constitutes legal, regulatory, or compliance advice. No attorney-client relationship is created by your use of the Services. All decisions based on outputs or insights generated by the Services are your exclusive responsibility. You should consult qualified legal counsel for legal or compliance matters.
2.6 The Company may modify, enhance, suspend, or discontinue any feature or functionality of the Services at any time without liability. Users are responsible for reviewing updates and adjusting their use accordingly. The Company shall not be liable for any loss, inconvenience, or damages arising from such modifications or discontinuation.
2.7 Third-Party Services. “Third-Party Services” are services not provided by us but which you may access or use in connection with the Services. They include, without limitation, social networking sites supported by our Services (“Social Networks”) and third-party advertising platforms. Your use of Third-Party Services is subject to the terms and policies of the applicable third party, and we are not responsible for those services.
2.8 Unavailability of Social Networks. The Services interact with Third-Party Services, including Social Networks, and depend on the availability, features, and functionality provided by those Third-Party Services. Such availability is outside the control of the Company and may change at any time without notice. If a Third-Party Service stops making features or functionality available, or does so on terms deemed unreasonable by us in its sole discretion, the Company may:
a) Stop providing access to affected features; and/or
b) Modify the Services to reflect such changes. The Company shall not be liable to you or any third party for any loss, damage, or inconvenience caused by changes to, interruptions in, or unavailability of Third-Party Services, including Social Networks.
2.9 Compliance with Third-Party Terms. You are solely responsible for complying with the terms and policies of any Third-Party Services with which you use the Services, including any advertising policies, content standards, and data use restrictions. The Company is not responsible for your violations of such terms or for any enforcement actions taken by Third-Party Services against you.
3. Account Registration and Access
3.1 Users must provide accurate information and maintain account confidentiality.
3.2 Account sharing or resale is prohibited without written consent.
3.3 Company may suspend or terminate access for unauthorized use, breaches, or non-payment.
4. User Responsibilities
4.1 Users are responsible for all data uploaded, processed, or generated (“User Data”).
4.2 User Data must be lawful, accurate, and compliant with applicable regulations.
4.3 Users must obtain all necessary consents to allow the Company to process User Data.
4.4 The Company acts as a Data Processor; Users remain the Data Controller.
4.5 Users must not use the Services for unlawful, infringing, or defamatory purposes.
5. Licence and Intellectual Property
5.1 Company grants a limited, non-exclusive, non-transferable licence to use the Services per plan features.
5.2 All intellectual property rights (software, AI models, dashboards, APIs, documentation) remain with the Company or its licensors.
5.3 Users retain ownership of User Data but grant a licence to the Company to process it for Service delivery and improvement.
5.4 Aggregated or anonymized data may be used by the Company for benchmarking, performance optimization, or AI model improvement.
5.5 Feedback. If you provide the Company with any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services (“Feedback”), you grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable licence to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without obligation or compensation to you.
6. AI and Data Usage
6.1 User Data will not be used to train publicly available AI models.
6.2 AI-generated outputs are probabilistic; Users must verify results.
6.3 The Company does not guarantee AI outputs are error-free, complete, or compliant with all regulatory frameworks.
6.4 Non-Exclusive Outputs. Due to the probabilistic and statistical nature of AI models, similar or identical outputs may be generated for different users. You acknowledge that you do not obtain any exclusivity in or to AI-generated outputs that are not derived from your unique Data.
7. Fees, Payment, and Billing
7.1 Fees are due in accordance with the selected Pricing Plan. Users shall pay all fees prior to accessing the Services. For Free Trial accounts, fees for the selected paidPro plan, chosen by the user from the available Pricing Plans, will be collected automatically at the end of the Free trial period unless cancelled. Users agree to maintain a valid payment method. Subscriptions renew automatically at the end of each billing period for successive periods of the same length, and you authorize the Company (or its payment processor) to charge the applicable fees, plus any applicable taxes, to your designated payment method on each renewal date. Except as expressly set out in this Agreement or required by law, all fees and charges are non-refundable.
7.2 In the event of a failed or declined payment, the Company reserves the right to suspend or terminate access to the Services until payment is received.
7.3 Free Trial accounts will automatically convert to a paid subscription for the paid plan selected by the user at the end of the trial period, and the applicable fees will be charged to your designated payment method, unless you cancel before the trial ends. Details of the applicable paid plan and pricing will be presented to you at the time you sign up for the trial.Free Trial accounts auto-convert to Pro unless cancelled prior to the trial ending.
7.4 Any usage beyond the limits included in the selected Pricing Plan (e.g., ad checks, URL checks, API calls) may incur additional charges at the rates published by the Company. Users will be notified of any such additional charges prior to billing. The Company reserves the right to suspend access to Services exceeding plan limits until payment for the additional usage is received.
7.5 Fees are exclusive of VAT or applicable taxes.
8. Data Protection and Security
8.1 Company implements technical and organisational measures to protect User Data.
8.2 Data processing is governed by a Data Processing Agreement (DPA).
8.3 In case of a data breach, Users will be notified promptly.
8.4 Parties will cooperate to comply with GDPR and other applicable laws.
9. Confidentiality
9.1 Definition. “Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally, in writing, electronically, or by any other means, including but not limited to business plans, pricing, financial data, software, algorithms, technical specifications, AI models, user data, and trade secrets.
9.2 Obligations. The Receiving Party shall:
a) Maintain Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care;
b) Use Confidential Information solely for the purpose of performing its obligations under this Agreement;
c) Restrict disclosure of Confidential Information to employees, contractors, or agents who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than this Agreement.
9.3 Permitted Disclosure. Confidential Information may only be disclosed:
a) With prior written consent of the Disclosing Party; or
b) To the extent required by law, regulation, or judicial or governmental order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking protective measures.
9.4 Duration. The obligations in this Section shall survive termination or expiration of this Agreement for a period of five (5) years, or longer if required by applicable law.
9.5 Remedies. The Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm to the Disclosing Party. In addition to any other remedies available at law or in equity, the Disclosing Party may seek injunctive relief to prevent or curtail any breach of this Section.
10. Limitation of Liability
10.1 No Warranties. The Company does not guarantee uninterrupted or error-free access to the Services. The Services are provided “as is” and “as available,” and the Company is not responsible for delays, downtime, or data loss, including from third-party integrations or network failures. Any optional service-level commitments are non-binding unless separately agreed in writing.
10.2 Exclusion of Damages. To the maximum extent permitted by law, the Company shall not be liable for any: Indirect, incidental, special, punitive, or consequential damages; Loss of profits, revenue, data, business opportunities, or goodwill; Losses arising from reliance on AI-generated outputs, reports, recommendations, or third-party integrations; Errors, omissions, or inaccuracies in any content or data provided through the Services. Nothing in this Agreement limits liability for fraud, intentional misconduct, or gross negligence.
10.3 Aggregate Liability. The Company’s total aggregate liability for any claim arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the User under the applicable Pricing Plan in the 12 months preceding the event giving rise to the claim.
10.4 Acknowledgment. Users acknowledge that AI outputs are probabilistic and intended to assist in compliance management. Users remain responsible for verifying all decisions and actions taken based on the Services.
11. Indemnification
You agree to indemnify and hold the Company harmless from any claims, losses, damages, or liabilities arising from your use of the Services or any breach of these Terms.
12. Term and Termination
12.1 Term. This Agreement remains in effect for the duration of the selected subscription term, as specified in the Pricing Plan, and automatically renews for successive periods unless terminated in accordance with this Section.
12.2 Termination for Cause. The Company may terminate this Agreement immediately, without liability, if the User:
a) Commits a material breach of this Agreement and fails to remedy it within 14 days of written notice;
b) Fails to pay any fees due under the applicable Pricing Plan; or
c) Becomes insolvent, bankrupt, or ceases operations.
12.3 Termination by User. The User may terminate this Agreement by providing written notice prior to the next billing cycle. Fees paid are non-refundable except as required by law.
12.4 Effects of Termination. Upon termination or expiration of this Agreement:
a) User access to the Services will immediately cease;
b) All outstanding fees, including any charges for additional usage beyond plan limits, become immediately payable;
c) The Company may delete or return User Data in accordance with the Data Processing Agreement (DPA). The Company may retain data as required by law or to protect its legitimate interests, including audit or legal obligations;
d) Any licenses granted under this Agreement will immediately terminate.
13. Force Majeure
13.1 Neither party shall be liable for any delay or failure in performing its obligations under this Agreement to the extent such delay or failure is caused by events beyond its reasonable control, including, without limitation: natural disasters, acts of God, pandemics, labor strikes or disputes, governmental actions, internet or network outages, cyberattacks, denial-of-service attacks, software or hardware failures, or any other event that could not reasonably have been anticipated or mitigated (“Force Majeure Event”).
13.2 In the event of a Force Majeure Event, the affected party shall:
a) Notify the other party promptly of the occurrence and expected duration; and
b) Use reasonable efforts to resume performance as soon as practicable.
13.3 The Company may suspend, limit, or delay access to the Services without liability during a Force Majeure Event.
13.4 If the Force Majeure Event continues for more than 60 days, the Company may terminate this Agreement upon written notice, without incurring liability for any damages or losses resulting from such termination.
14. Copyright Complaints
Our platform does not host third-party content. However, if any material is identified as infringing, we will respond in accordance with applicable law.
15. Governing Law and Jurisdiction
This Agreement is governed by the laws of Delaware, US. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration will take place in Delaware, USA, unless otherwise mutually agreed. Arbitration shall be conducted by a single arbitrator. The arbitrator has exclusive authority to resolve all disputes regarding the interpretation, applicability, enforceability, or formation of this Agreement, including arbitrability.
Class Action Waiver: You agree that any arbitration or other proceeding will be conducted only on an individual basis and you waive any right to participate in class, collective, or representative actions, including class arbitration.
Small Claims Carveout: Notwithstanding the arbitration requirement, either party may bring an individual claim in small claims court if eligible under applicable law, and such a claim is not subject to arbitration.
16. Entire Agreement
This Agreement, together with the Privacy Policy and DPA, constitutes the full agreement regarding the Services and supersedes prior communications.
17. Contact
For legal questions or notices, contact us at: