Terms of Service

Terms of Service

Effective Date: October 22, 2026 | Previous edition: October 21, 2026

These Terms of Service ("Terms") form a legally binding agreement between you ("you," "your," or "User") and Adwave Digital Inc. ("Adwave," "Wavemaker," "we," "us," or "our") and govern your access to and use of the Wavemaker platform, websites, applications, APIs, and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not access or use the Service.

PLEASE READ CAREFULLY. These Terms include important provisions that affect your legal rights, including: (a) that you are solely responsible for the prompts and content you submit and for all content you generate, publish, or distribute using the Service (Sections 6–11); (b) disclaimers of warranties and a limitation of our liability (Sections 20–21); (c) your obligation to indemnify us (Section 22); and (d) a binding individual arbitration agreement and class-action waiver (Section 23) that governs how disputes between us are resolved and limits the way you can seek relief, unless you opt out within the time specified.

1. Acceptance & Eligibility

By creating an account, accessing the Service, or using any Wavemaker website, application, hosted agent, command-line tool, software development kit (SDK), REST API, or MCP endpoint, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and the copyright procedure in Section 14, each of which is incorporated by reference.

You represent and warrant that:

• You are at least 13 years old (or 16 if you reside in the EU/EEA/UK), and you meet any higher age requirement stated elsewhere in these Terms, including the 18+ requirement in Section 10 for any mature or restricted content where the Service makes such functionality available;
• You have the legal capacity to enter into this agreement;
• You are not barred from using the Service under the laws of any applicable jurisdiction, and you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and you are not on any government restricted-party or denied-persons list (see Section 24); and
• If you use the Service on behalf of an organization, you have authority to bind that organization, in which case "you" includes that organization.

2. Definitions

• "User Inputs" means the prompts, instructions, text, URLs, uploaded images, video, audio, documents, brand assets, reference materials, and other content you submit to the Service.
• "Output" means the images, video clips, audio, voiceovers, music, captions, compositions, and other content generated by the Service in response to your User Inputs.
• "User Content" means, collectively, your User Inputs and Output.
• "Credits" means the prepaid units of access used to operate the Service, as described in Section 5.
• "API Key" means a credential the Service issues to you, or that you authorize through a sign-in or app-consent flow, to use the Service from software other than our website, including the REST API, MCP endpoint, command-line tool, and SDKs.
• "Workspace" means the account space that holds projects, Library items, Credits, members, and settings. Credits, content, and API Keys belong to a Workspace.
• "AI Providers" means the third-party artificial intelligence and infrastructure providers whose services the Service orchestrates, as described in Sections 8 and 15.

3. Description of Service

Wavemaker is an AI creative studio directed through conversation. At your direction, an agent plans and produces films, ads, still images, designed cards, voiceovers, music, and other media from your prompts, uploads, URLs, and reference material. You can use the Service through the web application, a hosted agent, a command-line tool, SDKs, an MCP endpoint, and a REST API, where we offer them. The Service also includes a Library, optional public sharing, Discover and community features, and related functionality. The Service is provided on an as-is, as-available basis and may change at any time.

Wavemaker is a creation tool, not a publisher. We do not pre-screen, review, approve, or endorse User Inputs or Output. You decide what to create, and you decide whether, where, and how to use it.

4. Account Registration & Security

To use most features, you must create an account with accurate information and keep it current. We decide when registration is open and which sign-in methods we offer. You are responsible for:

• Maintaining the confidentiality of your credentials and API keys;
• All activity that occurs under your account or API keys, whether or not authorized by you;
• Ensuring that everyone who uses your account or organization complies with these Terms; and
• Notifying us immediately at [email protected] of any actual or suspected unauthorized access or breach.

You may not share, sell, or transfer your account; create an account by automated means; use another user's account without permission; or create an account if we have previously suspended or terminated you. We may refuse registration, reclaim usernames, and suspend or terminate accounts at our discretion, including as described in Section 13.

5. Credits & Billing

5.1 Credits

The Service uses prepaid Credits for generation, agent work, and other metered actions. Each step is charged at the rates published at /pricing when the work runs. Estimates are not guaranteed final consumption, and the cost of an Output depends on the work actually performed. Review the rate and your available balance before submitting work.

Credits are a limited, revocable license to access Service functionality. They are not money, currency, stored value, or property, have no cash value, are non-transferable, and are not redeemable for cash except where required by law. Credits belong to the Workspace that holds them, and work by any member of that Workspace spends them.

5.2 Reservations, Cancellation & Failed Jobs

When you submit work, we reserve Credits for it. When the work ends, we charge the metered usage, up to the amount reserved, and release the rest of the reservation. If you cancel a job, or a job fails, after it has started, we may charge for the work performed before it stopped. A job that has not started is not charged.

5.3 Purchases, Plans & Renewal

Current Credit packs, plan sizes, and prices are published at /pricing. Checkout shows the exact offer before you pay. Prices and rates may change prospectively; an accepted purchase keeps its recorded offer.

• Credit packs are one-time purchases. Credits bought in packs, and top-ups bought under a plan, have no scheduled expiry.
• Plans are subscriptions billed monthly or annually. A Workspace can hold one plan at a time. A plan renews automatically at the end of each billing period, and you authorize us and our payment processor to charge your payment method for each renewal until you cancel. Each paid period grants that period's Credit allowance.
• Unused plan Credits. Monthly plan Credits stay usable for one additional monthly period after the period in which they were granted, then expire. Annual plan Credits are granted when the annual payment succeeds and expire at the end of that annual period.
• Changes and cancellation. You can change or cancel a plan in the billing portal. An upgrade takes effect immediately, is charged pro rata, and adds the difference between the two plans' Credit allowances, prorated for the rest of the current period; those added Credits expire at the end of that period. A downgrade takes effect at the end of the current period. Cancellation takes effect at the end of the current period. There is no partial-period refund, and Credits already granted remain usable until they expire. Plan benefits, such as queue priority and top-up eligibility, end when the plan is no longer active.
• Promotional Credits, including starter, referral, and bonus Credits, are offered on the conditions shown when we offer them, may expire, and have no paid value. Starter Credits expire 14 days after they are granted and cannot be spent through an API Key or an app you connect until the Workspace has made a payment. Referral Credits are granted only after the referred Workspace's first payment has remained free of refunds and disputes for a holding period, and a refund or dispute in that period cancels them.

5.4 Payments, Refunds & Taxes

Payments are processed by Stripe. Credit purchases and plan fees are final and non-refundable except where required by law. Contact [email protected] about payment errors or applicable refund rights. If a payment is refunded, reversed, or disputed, we may freeze or remove the corresponding share of the Credits it purchased and may pause new spending in the Workspace until the matter is resolved. Billing records preserve the original purchase and its reversal.

You are responsible for any taxes that apply to your purchases. Failed payments do not grant spendable Credits. Fraudulent purchases or invalid payment disputes may result in suspension and Credit recovery. Test Credits have no paid value and cannot fund production work.

5.5 Your Own Provider Accounts

Where the Service lets you connect your own account or key with a third-party provider, that provider bills you for work you run through that connection under its terms. You are responsible for those charges and for complying with that provider's terms. Credits are not charged for that provider's usage unless the Service states otherwise. Compute that Wavemaker operates for the same work, such as GPU and rendering time, is still charged in Credits.

6. User Content & Inputs

6.1 Ownership of Your Inputs

As between you and Adwave, you retain ownership of your User Inputs.

6.2 License to Us

You grant Adwave a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, process, adapt, and create technical derivatives of your User Content solely as necessary to: (a) operate, provide, secure, and maintain the Service; (b) transmit User Inputs to AI Providers to generate Output at your direction; (c) prevent, detect, and respond to abuse, fraud, security incidents, and violations of these Terms; (d) create backups and maintain logs; and (e) comply with law. This license is in addition to any broader license you grant for public content under Section 11. Except for that public-content license, this license ends when the relevant content is deleted from our active systems, subject to backups and legal retention.

6.3 Your Representations & Warranties

You represent, warrant, and covenant that, for all User Content:

• You own it or have all rights, licenses, consents, and permissions necessary to submit it and to authorize the processing and Output described in these Terms;
• It does not and will not infringe or misappropriate any third party's intellectual property, and does not violate any person's privacy, publicity, moral, contractual, or other rights;
• For any URL or web content you direct the Service to access or analyze, you have the right to access and use that content for the purposes you direct, and your direction does not violate the source's terms, applicable law, or anti-circumvention/computer-misuse rules;
• It does not contain malware and was not collected or created in violation of law; and
• It complies with these Terms, including the Acceptable Use Policy in Section 12.

You are solely responsible for your User Content and for all consequences of submitting it and of using, publishing, or distributing Output. Adwave does not review, approve, or endorse User Content.

6.4 Retention of Uploads

Uploads and generated originals are kept with their Workspace records and dependencies. We do not automatically delete uploads or reference files after a fixed period. Use the export and deletion controls in the product, or contact [email protected] if a control is unavailable to you. Shared ownership, acquired copies, unresolved jobs, payment obligations, legal retention and backups can affect removal. See the Privacy Policy. Keep independent copies of material you need.

7. Reference Material, Brands & Third-Party Inputs

The Service includes features that, at your direction, fetch and analyze third-party websites, brand assets, logos, contact details, and reference videos or advertisements, including to inform, style, or "recreate the look of" work you request. You are solely responsible for ensuring you have the legal right to use any such third-party material and for the resulting Output. In particular, you will not use the Service to:

• Copy, reproduce, or imitate a third party's copyrighted work, trademark, trade dress, logo, or branding in a way that infringes, dilutes, or is likely to cause confusion, or that constitutes passing off or unfair competition;
• Misrepresent affiliation, sponsorship, or endorsement; or
• Use any brand, name, logo, likeness, or reference material without the rights or permissions required by applicable law.

Providing a reference URL, brand name, competitor advertisement, or other material does not grant you any rights in it, and Adwave makes no representation that any such material is licensed for your use.

8. AI-Generated Content & Output

8.1 AI Models and Providers

Wavemaker runs selected third-party model weights on compute we operate and calls selected third-party AI services. The Service presents these as Wavemaker capabilities and may change which model or provider performs a capability. We do not train foundation models on your content. Model licenses, provider terms, acceptable-use restrictions, and availability apply to the route used. The providers that process data are listed at /subprocessors. A capability appearing in documentation is not a promise that it is available.

8.2 Ownership & License of Output

Adwave does not claim ownership of Output generated for you. As between you and Adwave, and subject to these Terms, your payment obligations, and any applicable AI Provider terms, you may use Output for any lawful purpose. The legal status, ownership, and copyrightability of AI-generated content are unsettled and vary by jurisdiction; we make no representation that Output is protectable or owned by you.

8.3 No Guarantees Regarding Output

We make no representations or warranties regarding Output. Output is:

• Not guaranteed unique: similar prompts may produce similar results for different users;
• Not guaranteed non-infringing: AI models may produce content resembling existing works, trademarks, or the likeness of real persons; the underlying models, not Adwave, generate these patterns;
• Not guaranteed accurate: Output may contain errors, fabrications ("hallucinations"), or biases; and
• Not guaranteed suitable, lawful in your jurisdiction, or fit for any purpose.

8.4 No Professional Advice

Output is for general and creative purposes only and is not legal, medical, financial, or other professional advice. Do not rely on Output as a substitute for professional judgment.

8.5 Your Responsibility to Review

You are solely responsible for reviewing, verifying, and clearing all Output before publishing, distributing, or otherwise using it, including confirming that it does not infringe third-party rights, does not violate any person's privacy or publicity rights, is not defamatory or misleading, and complies with all applicable laws, platform rules, and advertising/disclosure regulations (including any obligation to disclose AI-generated or synthetic media). The Service does not add a visible AI label or watermark to Output unless you, or your Workspace settings, ask for one. Delivered files may carry machine-readable metadata identifying them as AI-generated, but that metadata can be removed and is not a disclosure on your behalf; any required disclosure is yours to make.

8.6 Content Moderation & Refusal

We and our AI Providers may apply automated and manual moderation and may refuse, filter, throttle, block, or remove generation requests or Output for any reason, including suspected violations of these Terms or AI Provider policies. We are not obligated to deliver any particular Output. Credits consumed by work performed before a request was refused or moderated may not be refundable.

9. Likeness, Name, Image & Voice Rights

The Service can generate or incorporate human likenesses, names, images, voices, and other personal attributes, including of real persons. You are solely responsible for obtaining all rights, consents, and releases required to create and use any such Output, and for complying with all applicable right-of-publicity, privacy, data-protection, defamation, biometric, and synthetic-media laws. You represent and warrant that you have those rights for any real person depicted, named, or voiced at your direction.

You will not use the Service to:

• Create depictions, voices, or "deepfakes" of a real, identifiable person without that person's verifiable consent (or, for a deceased person, the consent of the rights holder), except for uses clearly permitted by law (such as bona fide news, commentary, parody, or satire that does not violate any law or right);
• Create content that is defamatory, fraudulent, or that falsely suggests a real person said, did, or endorsed something;
• Create sexual or intimate content depicting a real, identifiable person without consent (which is also prohibited under Sections 10 and 12);
• Create content intended to deceive about elections, candidates, officials, or government processes, or that violates election or political-advertising laws; or
• Impersonate any person or entity or misrepresent your affiliation.

9A. Intended Audience

You control any advertising targeting, audience selection, bid strategy and serving decisions outside Wavemaker. You are responsible for compliance with advertising, discrimination and third-party platform rules. Creative variants or descriptions of intended audiences do not authorize prohibited targeting.

10. Mature & Restricted Content

Certain modes of the Service may permit the generation of mature or adult-oriented content where such functionality is made available. Such content is restricted to users who are at least 18 years old (or the age of majority in their jurisdiction, if higher). Where the Service makes mature-content functionality available and you use it, you represent and warrant that you meet that age requirement and that:

• Every person depicted is fictional or is a real, consenting adult, and you possess all consents, releases, and records (including age-verification/2257-type records where applicable by law) for any real person depicted;
• The content does not depict, and you will not attempt to generate, any minor in any sexualized manner, or any child sexual abuse material (CSAM), which is strictly and absolutely prohibited with zero tolerance and will be reported to authorities and the appropriate organizations as required by law;
• The content does not constitute non-consensual intimate imagery or sexual content depicting a real, identifiable person without consent; and
• Your creation, possession, and use of the content is lawful in your jurisdiction and any jurisdiction where you publish or distribute it.

We may restrict, gate, age-verify, refuse, or remove mature content at any time. In particular, we may make mature-content functionality available only to accounts verified as adult, only with API Keys or settings scoped for that purpose, and only through our own clients (such as the web application, hosted agent, command-line tool, SDKs, and MCP endpoint), not through other integrations. Mature requests involving a real, identifiable person are refused unless the Service has recorded that person's consent (see Section 9). We may report and preserve information relating to suspected illegal content as required or permitted by law.

11. Public Sharing, Gallery & Showcase

The Service may let you make compositions public, unlisted, or shareable, and may feature selected public content in a gallery or showcase. If you make content public, unlisted, or shareable, you understand that it may be viewed, played, embedded, indexed by search engines, and accessed by anyone with the link or through public surfaces, and that we cannot control onward copying or use by third parties.

By making content public, unlisted, shareable, or by submitting it for featuring, you grant Adwave a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, transcode, display, perform, distribute, embed, and promote that content and associated metadata in connection with operating, marketing, and improving the Service (including thumbnails, previews, social embeds, and gallery/showcase placements), until you remove it or close your account, subject to caches, backups, and copies already shared by third parties. You represent that you have all rights necessary to grant this license. You can change visibility or remove public content at any time, and we may remove or decline to feature any content at our discretion. Viewers may report content, and we may act on reports as described in Section 13.

12. Acceptable Use Policy

You agree not to use the Service, and not to permit anyone using your account to, do any of the following. This Section is in addition to (and does not limit) the prohibitions elsewhere in these Terms.

Illegal and harmful content (zero tolerance for the first three):

• Generate, attempt to generate, request, solicit, store, or distribute child sexual abuse material (CSAM) or any content that sexualizes minors;
• Generate non-consensual intimate imagery or sexual content depicting a real, identifiable person without their consent;
• Facilitate terrorism, violent extremism, human trafficking, or other serious crime, or content that incites or instructs violence or serious harm;
• Generate content that is unlawful, defamatory, fraudulent, or that violates the rights of others;
• Generate hate speech, harassment, bullying, or threats, or content that demeans or attacks protected groups;
• Create disinformation, synthetic media, or impersonations designed to deceive about real people, events, elections, or institutions;
• Infringe or misappropriate any copyright, trademark, trade secret, patent, right of publicity, or other right (see Sections 7 and 9);
• Generate dangerous content, including instructions for weapons, explosives, or other serious physical harm, or content that promotes self-harm.

Platform and security abuse:

• Circumvent, disable, or interfere with rate limits, quotas, usage controls, content moderation, age gates, or security features;
• Reverse engineer, decompile, scrape, or attempt to extract source code, models, weights, prompts, or non-public components of the Service, except to the extent this restriction is prohibited by law;
• Use the Service to build, train, or improve a competing AI model or service, or to benchmark it for that purpose;
• Resell, sublicense, or provide access to the Service, API, API Keys, or Credits to third parties, including by offering the Service's capabilities as your own service, without our prior written agreement;
• Access the Service through unauthorized automated means, or transmit malware, or interfere with or place an undue burden on the Service or its infrastructure;
• Misrepresent your identity, affiliation, or the origin of content; or
• Use the Service in violation of any applicable law, regulation, third-party platform rule, or AI Provider policy.

Violation of this Section may result in immediate suspension or termination without notice and without refund, and may be reported to law enforcement.

Reporting illegal or abusive content. Report content through the item's report control, the public forms at /report/ncii (intimate images shared without consent) and /report/dmca, or [email protected]. We cooperate with law enforcement and child-safety organizations as required or permitted by law.

13. Enforcement, Suspension & Removal

We may, at our discretion and without liability, investigate suspected violations (including abuse traced to an API Key) and refuse, throttle, remove, disable, or restrict access to any User Content or feature; suspend or terminate any account or organization; revoke Credits obtained or used in violation of these Terms; and take any action we deem appropriate, with or without notice. We may preserve and disclose information as described in the Privacy Policy and as required or permitted by law. Our enforcement decisions are not a waiver of any right and do not create an obligation to monitor.

14. Copyright & DMCA

Adwave respects intellectual property rights. Send copyright notices to [email protected], Adwave Digital Inc., 8 The Green, Ste A, Dover, DE 19901, United States. Identify the copyrighted work and the exact allegedly infringing material or location; include your contact information, a statement of good-faith belief that the use is unauthorized, a statement under penalty of perjury that the information is accurate and you are authorized to act for the rights holder, and your physical or electronic signature. We may remove or restrict identified material and notify its submitter. Contact the same address for counter-notice instructions, trademark or likeness concerns. We terminate repeat infringers in appropriate circumstances. These procedures do not replace rights or obligations under applicable law.

15. Third-Party Services & Liability

The Service relies on third-party AI Providers and infrastructure, payment, rendering, and delivery providers. Adwave is not responsible for the acts, omissions, outputs, policies, availability, security, or data practices of third parties. This includes, without limitation: Output generated by third-party AI models; intellectual-property or other claims arising from model outputs; downtime or interruptions caused by third parties; and changes to third-party terms, capabilities, pricing, or availability. The underlying AI models are developed by third parties and are operated by their providers or on our selected compute; Adwave does not control their training data, weights, or specific outputs, and claims regarding model outputs should be directed to the relevant provider. The current list of service providers and subprocessors is at /subprocessors, and our Privacy Policy describes how they receive data.

16. Intellectual Property; Feedback

16.1 Our IP

The Wavemaker platform, including its software, model orchestration, tools, prompts, presets, composition templates, UI, documentation, look and feel, trademarks, and branding, is owned by Adwave Digital Inc. and its licensors and protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service as permitted by these Terms. No other rights are granted, and all rights not expressly granted are reserved.

16.2 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant Adwave a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation or compensation to you.

17. API Terms

These terms apply to every use of an API Key, whether through the REST API, MCP endpoint, command-line tool, SDKs, or your own software.

• Keys. API Keys are secrets. Each key is issued to a person for one Workspace, with the scopes and expiry shown when it is created. Keep keys out of client-side code, public repositories, and shared environments. You are responsible for all usage under your keys, including usage after a key is leaked or stolen, until you revoke it. Revoke a compromised key immediately and notify [email protected].
• Usage and charges. Work requested with an API Key spends the Workspace's Credits at the published rates, the same as work requested in the web application.
• Rate limits. API access is subject to rate limits, quotas, and tool-call budgets, which we may change.
• Webhooks. If you configure webhook endpoints, you are responsible for maintaining valid, secure HTTPS endpoints, verifying signatures, and handling deliveries; we are not liable for failed or duplicated deliveries.
• No resale. You may use the API to build your own products and to produce work for your clients. You may not resell, or provide third parties access to, the API, API Keys, or Credits without our prior written agreement (see Section 12).
• Abuse response. We may throttle, suspend, or revoke any API Key, and refuse its requests, to stop suspected abuse, fraud, a security risk, or a violation of these Terms, with or without notice.
• No prohibited use. API use is subject to all provisions of these Terms, including Sections 10 and 12.

18. Team & Organization Accounts

Organization administrators are responsible for managing members, billing, spending limits, permissions, and compliance. All member activity is attributed to and binds the organization, consumes the organization's Credits, and is the organization's responsibility. The organization is responsible for ensuring its members comply with these Terms and for the lawful basis to add members. Administrators may have access to members' activity and content within the organization.

19. Beta & Experimental Features

We may offer features identified as beta, preview, experimental, or otherwise pre-release. These are provided "as is," may be changed or discontinued at any time, may be less reliable, and are excluded from any service commitments. We are not liable for any harm arising from your use of such features.

20. Disclaimers

THE SERVICE, ALL OUTPUT, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ADWAVE DOES NOT WARRANT THAT: THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OUTPUT WILL BE ACCURATE, NON-INFRINGING, UNIQUE, LAWFUL, OR SUITABLE; DEFECTS WILL BE CORRECTED; OR THE SERVICE OR ANY DATA IS FREE OF HARMFUL COMPONENTS. YOU USE THE SERVICE AND ALL OUTPUT AT YOUR OWN RISK.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply to the fullest extent permitted by law.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• IN NO EVENT WILL ADWAVE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.
• ADWAVE WILL NOT BE LIABLE FOR ANY CLAIM ARISING FROM THE GENERATION, USE, PUBLICATION, OR DISTRIBUTION OF OUTPUT OR USER CONTENT, INCLUDING CLAIMS OF COPYRIGHT OR TRADEMARK INFRINGEMENT, DEFAMATION, RIGHT-OF-PUBLICITY OR PRIVACY VIOLATIONS, OR REGULATORY VIOLATIONS.
• ADWAVE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ADWAVE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY REGARDLESS OF THE THEORY OF LIABILITY. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the fullest extent permitted by law.

22. Indemnification

You agree to defend, indemnify, and hold harmless Adwave and its officers, directors, employees, contractors, agents, and licensors from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your User Content and your User Inputs;
• Your use, publication, or distribution of Output;
• Your use of reference material, brands, or third-party inputs (Section 7) and any likeness, name, image, or voice (Section 9);
• Your violation of these Terms, the Acceptable Use Policy, or any applicable law; or
• Your violation of any third party's rights.

We may assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us. This Section survives termination.

23. Dispute Resolution; Binding Arbitration; Class Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND ADWAVE TO RESOLVE DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS.

23.1 Informal Resolution First

Before starting an arbitration, you agree to first contact us at [email protected] with a written description of the dispute and to attempt in good faith to resolve it for at least sixty (60) days. This is a condition precedent to arbitration.

23.2 Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to the Service or these Terms (a "Dispute") that is not resolved informally will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer or Commercial Arbitration Rules, as applicable. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be conducted in the English language; the seat will be Delaware, and the arbitrator may allow remote/virtual participation.

23.3 Class & Jury Waiver

To the fullest extent permitted by law, all Disputes will be brought solely in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. You and Adwave waive any right to a jury trial. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and proceed in court.

23.4 Exceptions

Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual-property rights or to address unauthorized access or misuse of the Service.

23.5 30-Day Opt-Out

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice with your name and account email to [email protected] with the subject "Arbitration Opt-Out." Opting out does not affect any other provision.

23.6 Time Limit

To the fullest extent permitted by law, any Dispute must be filed within one (1) year after it arises, or it is permanently barred.

23.7 Governing Law

These Terms and any Dispute are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, except as preempted by the Federal Arbitration Act. For matters not subject to arbitration, the state and federal courts located in Delaware will have exclusive jurisdiction, and you consent to their jurisdiction and venue.

24. Export Controls, Sanctions & Anti-Corruption

You represent and warrant that you are not located in, organized in, or a resident of a comprehensively sanctioned country or territory; that you are not a restricted or denied party under U.S., EU, UK, or other applicable trade controls; and that you will not use or export the Service in violation of export-control, sanctions, or anti-corruption laws. You will not use the Service to produce content that violates such laws.

25. Term & Termination

These Terms apply while you use the Service. You may terminate by closing your account. We may suspend or terminate your access at any time, with or without notice, including for violation of these Terms or to protect the Service or others. Upon termination:

• Your right to access the Service ends, any plan stops renewing, and remaining Credits are forfeited (no refund), except where required by law;
• We may delete your User Content, subject to backups and legal retention; retention and deletion depend on the data, shared dependencies, unresolved liabilities and applicable law, as described in the Privacy Policy; and
• Sections that by their nature should survive, including Sections 5 (accrued fees), 6.3, 7, 8, 9, 12, 15, 16, 20, 21, 22, 23, 24, and 26, survive termination.

26. General

• Changes to the Service. We may modify, suspend, or discontinue any part of the Service at any time.
• Force Majeure. We are not liable for failure or delay caused by events beyond our reasonable control (including AI Provider or infrastructure outages, acts of God, war, terrorism, civil unrest, labor disputes, network failures, or governmental action).
• Assignment. You may not assign these Terms without our consent; we may assign them, including in connection with a merger, acquisition, or sale of assets.
• Entire Agreement. These Terms, the Privacy Policy, the DMCA Policy, and any order or plan terms are the entire agreement between you and Adwave and supersede prior agreements on the subject.
• No Waiver. Our failure to enforce a provision is not a waiver. Severability. If any provision is unenforceable, the rest remain in effect.
• Notices & Electronic Communications. You consent to receive communications electronically (email and in-Service notices), which satisfy any legal requirement that communications be in writing. We may send notices to your account email; you are responsible for keeping it current.
• No Third-Party Beneficiaries. Except for the indemnified parties in Section 22 and our licensors' rights, these Terms create no third-party beneficiary rights.
• Headings are for convenience only.

27. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide reasonable notice (for example, by email or an in-Service notice) before they take effect, generally at least 30 days where feasible. Your continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service.

28. Contact

General/Legal: [email protected] Privacy: [email protected] Security: [email protected] Abuse / Trust & Safety: [email protected] Copyright/DMCA: [email protected]

Adwave Digital Inc. 8 The Green, Ste A Dover, DE 19901 United States