These Terms of Service ("Terms") govern access to and use of the Ad Guardians website, dashboard, ad account infrastructure, and related management services (together, the "Services"), provided by Ad Guardians ("AG", "we", "us"). By checking the acceptance box during dashboard registration, or by otherwise using the Services, you ("Client", "you") agree to be bound by these Terms. If you do not agree, do not create an account or use the Services.

1. About Ad Guardians

AG provides ad account infrastructure, management, and compliance support for businesses advertising on platforms including Meta, TikTok, and Google (the "Platforms"). We are not an advertising network and do not control or guarantee outcomes on any third-party Platform.

2. Eligibility & Account Use

To use the Services you must be at least 18 years old and use the Services for business or professional purposes only. You are responsible for keeping your account information accurate, keeping your login credentials confidential, and for all activity under your account. We may suspend or restrict access while investigating suspected compromise or misuse.

3. License & Acceptable Use

Subject to these Terms, AG grants you a limited, revocable, non-exclusive, non-transferable right to access and use the dashboard and Services solely for your own advertising operations. You agree not to: copy, resell, sublicense, or distribute any part of the Services; share dashboard access with unauthorised persons; reverse-engineer or attempt to bypass security on our platform; use bots or scrapers without written permission; or use the Services in a way that damages AG or its platform partnerships. A breach of this section may result in immediate suspension or termination without refund.

4. Fees, Billing & Payment

You agree to pay all applicable Fees for the Services, including recurring subscription or retainer fees disclosed at onboarding or thereafter. Fees are due on the applicable date regardless of whether you actively use the dashboard. Where billing runs through your dashboard wallet, recurring Fees are deducted automatically from your wallet balance. You are responsible for maintaining sufficient funds to cover Fees as they fall due, whether or not you also use a separately connected payment card for ad spend on the Platforms. Wallet top-ups and payouts are processed through our payment partners, currently Incard (EUR) and Slash or Flex (USD).

5. Negative Balance, Payment Method Errors & Reimbursement

5.1 Negative Balance. If your wallet balance goes negative — whether from a recurring Fee deduction, a failed top-up, or any other reason — you are in default under these Terms as of the date the balance goes negative, regardless of whether you see or act on any notification. It is your responsibility to monitor your dashboard balance; relying solely on a separately connected payment card for ad spend does not exempt you from this.

Upon a negative balance, AG may, at its discretion and without further notice:

• Notify you of the outstanding balance and request immediate payment;
• Pause, disable, or restrict advertising activity on any ad account linked to your dashboard until the balance is settled;
• Suspend or limit dashboard access and related support;
• Charge a reactivation fee before restoring paused services.

A delay in enforcing this section on any occasion does not waive AG's right to enforce it later.

5.2 Unauthorized or Erroneous Payment Method Use. You are solely responsible for verifying, at the time of any change to your billing or payment setup, that the intended payment method is correctly connected to your account and ad account(s), and that any prior or backup payment method belonging to AG or its partners has been removed. If ad spend or any other charge is processed against a payment method connected to your account or ad account(s) that you were not entitled to use — including where a payment method was left connected as a result of a switch, upgrade, downgrade, or any technical or administrative error on the part of AG or its partners — you acknowledge and agree that:

(a) all such spend was incurred for your benefit, on campaigns you controlled and authorized;

(b) you are obligated to reimburse AG, or the applicable payment partner, in full for the entire amount of such spend, promptly upon request, regardless of whether the error originated with AG, its partners, or a third party;

(c) this reimbursement obligation applies independently of, and in addition to, any other rights or remedies available to AG under applicable law, including but not limited to claims of unjust enrichment, conversion, or fraud;

(d) failure to reimburse the full amount within fourteen (14) days of written notice constitutes a material breach of these Terms, entitling AG to immediately suspend or terminate your access under Section 7, refer the matter to collections and/or legal counsel, and pursue any available civil or criminal remedy;

(e) AG's right to correct the error going forward (e.g. removing the incorrect payment method) does not waive or reduce your reimbursement obligation for spend already incurred.

(f) Your obligation under this Section 5.2 applies regardless of whether you had actual knowledge that a payment method was not intended for your use. Continued or escalating use of the Services after receiving any signal that a connected payment method may not be functioning as expected — including declines, failed charges, or payment-related notifications on your own payment method — shall be treated as actual knowledge for the purposes of any claim arising from this Section.

5.3 Pre-Approved Top-Ups & Canceled or Reversed Payments. AG may, at its discretion, advance funds toward your top-up, subscription, or any other Fee before your corresponding payment has fully cleared or settled — including where AG pre-approves a top-up based on a payment you have initiated but which has not yet arrived (a "Pre-Approval"). A Pre-Approval is an advance made in anticipation of your payment, not a waiver of your obligation to pay.

If a payment underlying a Pre-Approval is later declined, reversed, returned, charged back, or otherwise fails to settle in full — for any reason, including a decline or reversal by your bank or payment provider — you remain liable for the full amount advanced, regardless of:

(a) whether the funds have already been spent on advertising, Fees, or any other purpose;

(b) whether the failure or reversal was caused by you, your bank, or any third party; and

(c) whether AG's Pre-Approval was granted before or after the underlying payment was confirmed as received.

You agree to reimburse AG in full for any such amount promptly upon request. This obligation is subject to the same terms as Section 5.2(b) through 5.2(f), including the fourteen (14) day cure period, the material breach consequence, and the treatment of continued use as constructive knowledge, applied here with respect to the reversed or failed payment rather than a misdirected payment method.

6. Prohibited Activities & Compliance

You must not use the Services to promote misleading or deceptive offers, run campaigns in verticals prohibited by law or Platform policy, or launch campaigns requiring compliance review without first obtaining it. If AG determines you have withheld information, falsified details, or run non-compliant activity, we may immediately suspend or terminate access, refuse refunds, inform relevant partners or Platforms, and seek compensation for resulting losses.

7. Platform-Driven Outcomes & No-Refund Policy

Ad account delivery, spend pacing, and Platform enforcement decisions are governed by the Platforms' own systems, algorithms, and policies, which AG does not operate or control. This includes, without limitation: algorithm or delivery system changes, broad enforcement actions affecting groups of accounts industry-wide ("ban waves") not attributable to your specific activity, campaign or ad rejections tied to Platform-side review changes, and fluctuations in daily spend including overspending or underspending relative to a set budget.

You acknowledge that:

(a) such outcomes result from Platform-side systems and policy enforcement outside AG's control, and do not constitute a defect in, or failure of, the Services;

(b) AG is not liable for, and will not issue refunds, credits, or compensation for, reduced performance, paused delivery, or spend variance (including overspend or underspend) arising from Platform algorithm behavior or industry-wide policy enforcement not caused by your own account activity;

(c) this section does not limit or waive any liability AG may have for account bans, restrictions, or rejections that result from AG's own errors in account setup, management, or infrastructure. Where an ad account ban or restriction results from your own non-compliant activity — including but not limited to misleading, deceptive, or policy-violating creatives, offers, landing pages, or websites — Section 6 (Prohibited Activities & Compliance) governs, and AG bears no liability or refund obligation for that outcome;

(d) requests for refunds on the grounds described in this section will be declined, and this applies regardless of any prior refund AG may have issued as a goodwill gesture, which does not constitute a waiver of this policy for future requests.

This section does not limit any right to a refund required by applicable law, nor does it affect Section 5 (Negative Balance, Payment Method Errors & Reimbursement) or Section 9 (Suspension & Termination).

8. Suspension & Termination

In addition to Sections 5 and 6, AG may suspend or terminate your access, with or without notice, if you breach these Terms, provide inaccurate information, or put AG's platform partnerships or standing at risk. Suspension does not relieve you of the obligation to pay Fees already accrued, including any amounts owed under Section 5.2. On termination, your access to the dashboard, tools, and any ad accounts ceases immediately, and no further refunds will be granted unless required by law.

9. No Performance Guarantees

Advertising outcomes depend on factors outside AG's control, including Platform enforcement, market conditions, and your own creatives and offers. AG does not guarantee ad account approval, campaign approval, or any specific advertising result. You remain solely responsible for your marketing decisions, budgets, and offers.

10. Third-Party Services

Delivering the Services may involve third-party providers, including payment and verification partners (currently Incard, Slash, and Flex) and the Platforms themselves. Your use of features powered by these providers may also be governed by their own terms. AG does not control and is not responsible for the uptime, performance, or policy enforcement of these third parties.

11. Disclaimers & Limitation of Liability

The Services are provided "as-is" and "as-available", without warranties of any kind to the extent permitted by law. AG is not liable for lost profits or revenue, ad account suspensions or bans, Platform rejections, data loss, or indirect or consequential damages arising from your use of the Services.

Where liability cannot be fully excluded, AG's total liability for any claim is limited to the Fees you paid in the three (3) months preceding the event giving rise to the claim. This limitation does not apply to amounts owed by you to AG under Section 5.

12. Changes to These Terms

We may update these Terms periodically to reflect changes in our Services or legal requirements. We will update the "Last updated" date and, for material changes, notify you by email or through the dashboard. Continued use after changes take effect means you accept the revised Terms.

13. Governing Law & Disputes

These Terms and any dispute arising from them are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law principles. Disputes will first be addressed through good-faith negotiation between you and AG; if unresolved, they will be settled through binding arbitration or the competent courts of Wyoming, USA, as permitted by applicable law.

14. Acceptance & Record of Consent

By checking the box during registration, you confirm you have read, understood, and agree to be bound by these Terms in their entirety, including the provisions on negative balances, payment method errors, platform-driven outcomes, and service suspension in Sections 5, 7, and 8.

Acceptance of these Terms is recorded electronically at the time of registration, including the timestamp, the version of these Terms presented, and technical identifiers associated with the session (including IP address and device/browser information). AG retains this record as evidence of acceptance.

15. Contact

Ad Guardians
Email: [email protected]