Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and GhostEngine LLC, a Wyoming limited liability company ("GhostEngine," "we," "us," or "our"). By accessing or using the GhostEngine platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" shall refer to such entity.

1.2 Definitions

As used in these Terms, the following terms have the meanings set forth below:

• "Advertising Platforms" means the third-party digital advertising platforms integrated with GhostEngine, currently Meta (Facebook/Instagram), Google Ads, TikTok Ads, and Reddit Ads.
• "Aggregated Data" means data that has been de-identified, anonymized, and combined with data from other customers such that it cannot reasonably be used to identify you or any natural person.
• "Authorized Users" means individuals you authorize to access GhostEngine under your account, including team members you invite.
• "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential, including business plans, customer data, technical data, pricing, and product roadmaps.
• "Connected Account" means an advertising account on Meta, TikTok, or Reddit that you own and authorize GhostEngine to access through the platform's account connection (OAuth) flow.
• "Customer Data" means all data, content, and materials you or your Authorized Users upload, submit, or transmit through the platform, including creative assets, business information, and campaign configurations, and data we receive on your behalf from Connected Accounts, your website, and connected e-commerce stores.
• "Data and Usage Fee" means the fee on advertising spend described in Section 5.4.
• "Data Protection Laws" means all applicable laws relating to data protection and privacy, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA/CPRA), and any successor or analogous legislation.
• "Effective Date" means the date you first access or use the platform or accept these Terms, whichever is earlier.
• "End Users" means individuals who interact with your advertising campaigns, visit your websites, or whose data is processed through the platform's tracking and attribution systems.
• "Flight" means the campaign period and total campaign budget you configure in the platform.
• "Holdout Test" means an incrementality experiment in which advertising is intentionally withheld from selected geographic regions, or a selected channel is withheld from those regions, to measure the incremental effect of advertising.
• "Managed Google Account" means a Google Ads account that GhostEngine creates and operates for your organization under GhostEngine's Google Ads manager account.
• "Personal Data" has the meaning given under applicable Data Protection Laws and includes "personal information" as defined under CCPA.
• "Platform" means the GhostEngine software-as-a-service platform, including all features, tools, APIs, dashboards, pixel, integrations, and related services.
• "Subprocessor" means any third-party entity engaged by GhostEngine to process Customer Data or Personal Data on your behalf.
• "Wallet" means your prepaid account within GhostEngine, funded by your deposits and used to pay for advertising spend in your Managed Google Account.

2. Description of Services

2.1 Platform Overview

GhostEngine is an AI-assisted performance marketing platform that plans, launches, and manages advertising campaigns across Meta (Facebook/Instagram), TikTok, Google Ads, and Reddit, and measures their results.

2.2 Core Services

Campaign Planning and Automation

• Campaign planning and creation across Advertising Platforms when you initiate a launch
• Automated reallocation of budget between campaigns and platforms within your configured Flight budget, based on performance data
• Automated pausing of ad creatives that are statistically underperforming or fatigued, with an email summary to the account owner
• Automated adjustment of certain Google Ads bidding settings, such as bid ceilings on Search campaigns and removal of initial target CPA settings on Performance Max campaigns once they have sufficient data
• Automatic pausing of campaigns on all platforms when a Flight ends or the Flight budget is reached

Platform Integrations

• Meta Ads (Facebook and Instagram), through your Connected Account
• TikTok Ads, through your Connected Account
• Reddit Ads, through your Connected Account
• Google Ads (Search and Performance Max), through a Managed Google Account
• Shopify (app and web pixel for order, product, and customer event data)

Creative Tools

• Upload and management of your images, videos, and logos
• AI-generated ad copy suggestions (headlines, primary text, captions, titles, and descriptions)
• Platform-specific format, size, and compatibility checks

Website Intelligence

• Automated scanning of your website to inform targeting, audiences, and ad copy, with periodic re-scans and daily landing page checks while campaigns are active

Analytics, Attribution, and Measurement

• Cross-platform performance reporting and dashboards
• Conversion tracking through the GhostEngine pixel, with server-side conversion forwarding to Advertising Platforms
• Attribution reconciliation between pixel-observed conversions and platform-reported conversions
• Incrementality testing and measurement, including Holdout Tests (Section 2.5)

Support

• An AI support assistant and human support through support tickets

2.3 Service Limitations

GhostEngine provides campaign management and optimization services but does not guarantee specific advertising performance outcomes, return on ad spend (ROAS), cost per acquisition (CPA), conversion rates, or other performance metrics. Advertising performance depends on numerous factors outside our control, including but not limited to market conditions, competitive landscape, creative quality, product-market fit, seasonal trends, economic conditions, and platform algorithm changes.

AI-Generated Recommendations and Content. The platform uses artificial intelligence and machine learning, including models provided by third-party AI providers, to generate campaign plans, targeting and audience suggestions, ad copy, budget decisions, and support responses. AI-generated outputs are probabilistic in nature and may contain errors, inaccuracies, or suboptimal recommendations. You acknowledge that: (a) AI systems may produce unexpected or incorrect results; (b) past performance data does not guarantee future results; (c) AI-generated content should be reviewed before deployment for accuracy, brand alignment, and legal compliance; and (d) GhostEngine is not liable for business outcomes resulting from AI-generated recommendations or content.

2.4 Beta Features and Early Access

We may offer beta, preview, or early access features ("Beta Features") that are not yet generally available. Beta Features are provided "AS IS" without warranty, may contain bugs or errors, may be changed or discontinued at any time without notice, and should not be relied upon for production use. Your use of Beta Features is at your sole risk.

2.5 Incrementality Holdout Tests

To measure the incremental impact of your advertising, the platform may automatically start a Holdout Test after launch when your Flight meets eligibility criteria (for example, a minimum Flight length or budget). During a Holdout Test, ads are intentionally not delivered in selected control regions, or a selected channel is withheld from those regions. You acknowledge that Holdout Tests reduce delivery in the control regions for the duration of the test and are part of the service. If you do not want Holdout Tests run on your campaigns, contact support@ghostengine.ai before launch.

2.6 Automated Actions

You authorize GhostEngine to take the automated actions described in Section 2.2 on your behalf, in your Connected Accounts and Managed Google Account, without separate approval for each action. Automated budget actions operate within the Flight budget you configure. You may pause or resume your campaigns from the dashboard at any time.

3. Account Registration and Access

3.1 Account Creation

To use GhostEngine, you must:

• Create an account by providing accurate and complete information
• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal authority to enter into binding contracts
• Maintain accurate, current, and complete account information

3.2 Account Security and Authorized Users

You are responsible for:

• Maintaining the confidentiality of your account credentials and any API keys or access tokens we issue to you
• All activity that occurs under your account, including activity by Authorized Users and activity performed with your API keys or access tokens
• Assigning appropriate roles to Authorized Users you invite and removing access when no longer needed
• Notifying us immediately of any unauthorized access or use

3.3 Account and Billing Model

GhostEngine uses two account models, depending on the Advertising Platform.

Connected Accounts (Meta, TikTok, Reddit): You own these advertising accounts and connect them to GhostEngine through each platform's authorization flow. You authorize GhostEngine to create, modify, pause, and resume campaigns, ad sets, ads, audiences, and conversion settings in your Connected Accounts, and to read performance and account data from them. Each Advertising Platform bills you directly for ad spend in your Connected Accounts under your agreement with that platform. GhostEngine does not pay for, process, or hold funds for that spend. You may revoke GhostEngine's access in the Advertising Platform at any time; once revoked, GhostEngine can no longer manage those campaigns.

Managed Google Accounts (Google Ads): GhostEngine creates and operates a Google Ads account for your organization under GhostEngine's manager account. GhostEngine pays Google for ad spend in your Managed Google Account and deducts that spend from your Wallet. You do not have direct access to your Managed Google Account.

Your Responsibilities: You must keep your Connected Accounts active, in good standing, and funded under each platform's billing terms; maintain sufficient Wallet funds for Google advertising; maintain a valid default payment method with GhostEngine; provide accurate business information and creative assets; comply with advertising platform policies and applicable laws; and ensure your website and landing pages meet platform requirements.

What GhostEngine Manages: Campaign creation, management, and optimization in your Connected Accounts and Managed Google Account; setup, maintenance, and billing of your Managed Google Account; creative asset deployment; and performance reporting.

Data Ownership: You retain full ownership of your business data, creative assets, and customer information. You own your Connected Accounts. GhostEngine owns the Managed Google Accounts and its relationships with Advertising Platforms. Campaign performance data is your property. We do not sell your data, though Aggregated Data may be used to improve our services.

Service Limitations: Campaign execution is subject to Advertising Platform review, approval, and policy compliance. We reserve the right to refuse campaigns that violate policies or laws.

4. Acceptable Use Policy

4.1 Permitted Use

You may use GhostEngine solely for lawful business purposes to manage and optimize your digital advertising campaigns.

4.2 Prohibited Activities

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use the platform for fraudulent, deceptive, or misleading advertising
• Advertise prohibited products or services (illegal drugs, weapons, adult content, etc.)
• Attempt to circumvent platform security measures, access controls, or rate limits
• Access the platform by automated means other than the APIs and integrations we provide
• Reverse engineer, decompile, or disassemble any part of the platform
• Use the platform to compete with GhostEngine or develop competing services
• Transmit viruses, malware, or other harmful code

4.3 Advertising Content Standards

All advertising content created or managed through GhostEngine must:

• Comply with applicable advertising laws and regulations (FTC, FDA, etc.)
• Not contain false, misleading, or deceptive claims
• Respect intellectual property rights and not infringe on trademarks or copyrights
• Not promote hate speech, violence, discrimination, or illegal activities
• Comply with industry-specific advertising regulations (healthcare, finance, etc.)
• Meet the content policies of each advertising platform

5. Fees and Payment

5.1 Subscription Plans

GhostEngine offers the following plans:

• Core Plan: $20 per month billed monthly, or $18 per month billed annually. For businesses with up to $5,000 monthly ad spend.
• Pro Plan: $40 per month billed monthly, or $36 per month billed annually. No monthly ad spend cap.
• Custom enterprise plans may be available.

The price shown at checkout applies. The Data and Usage Fee in Section 5.4 applies on all plans in addition to the subscription fee.

5.2 Free Trial

New customers may receive a 7-day free trial. A valid payment method is required to start the trial. We will email you a reminder before the trial ends. At the end of the trial:

• Your subscription will automatically convert to the paid plan you selected unless you cancel before the trial ends
• You will be charged the applicable subscription fee
• Trial periods have no cash value

5.3 Payment Terms

• Subscription fees are billed monthly or annually in advance, according to the billing period you select
• Payment is due immediately upon billing
• We accept major credit cards and other payment methods as specified at checkout
• All fees are non-refundable except as required by law or explicitly stated
• You authorize us to charge your default payment method automatically for subscription fees and the Data and Usage Fee
• Failed payments may result in service suspension or termination. If your subscription is not active, we may pause your campaigns in Connected Accounts until it is restored

5.4 Data and Usage Fee

• GhostEngine charges a Data and Usage Fee equal to 10% of advertising spend on all Advertising Platforms managed through GhostEngine (Meta, TikTok, Reddit, and Google), on all plans
• The fee is calculated from platform-reported spend and billed daily in arrears. Google spend is billed after a short delay to allow for Google's spend revisions
• The fee is billed by Stripe invoice and charged automatically to your default payment method. It is not deducted from your Wallet and is not included in the amounts Advertising Platforms bill you directly
• A valid default payment method is required before you can launch campaigns
• Failed fee charges are retried. If fee charges remain unpaid after retries, we may automatically pause your campaigns in Connected Accounts until the unpaid fees are paid, after which they resume automatically
• Fees may be adjusted to reflect revised platform-reported spend

5.5 Wallet (Google Advertising Spend)

GhostEngine operates a prepaid Wallet to pay for advertising spend in your Managed Google Account. Spend in your Connected Accounts (Meta, TikTok, Reddit) is billed by those platforms directly to you and is not paid from or held in the Wallet.

Wallet Deposits

• You deposit funds into your Wallet by credit card, debit card, or US bank account (ACH)
• All deposit transactions are processed through Stripe, Inc., our payment processor, with PCI DSS compliant security
• A payment processing fee is added to each deposit and disclosed before you confirm the transaction. Current rates are 2.9% + $0.30 for card deposits and 0.8% (capped at $5.00) for US bank account deposits
• Deposits may be limited to the Google portion of your configured campaign budget and to your plan's ad spend limit
• Deposited funds are held in a segregated account and used exclusively for your Google advertising spend
• Wallet deposits are not interest-bearing; GhostEngine retains any interest earned on deposited funds
• GhostEngine is not a bank, money transmitter, or financial institution; Wallet balances are prepaid service credits, not deposits in the banking sense

Advertising Spend Management

• Subscription fees and the Data and Usage Fee are billed separately and are not deducted from your Wallet
• Wallet funds are reserved for the Google portion of your active campaign budget, and Google spend is deducted from reserved funds as it is reported
• Spend deductions may not occur in real time due to platform reporting delays; adjustments may occur as final spend data is reconciled
• GhostEngine manages the billing relationship with Google for your Managed Google Account; you have no direct financial obligation to Google for those campaigns
• You will receive itemized reporting of Google spend, fees, and Wallet transactions through your dashboard. Spend in Connected Accounts is shown in your dashboard for reporting only

Wallet Balance and Budget Controls

• Google campaigns cannot be launched or resumed unless your Wallet has sufficient funds for the Google portion of your budget; the platform will show the amount required
• We email the account owner when Flight spend reaches 90% of the Flight budget, and pause all campaigns when it reaches 100%
• You are solely responsible for monitoring your Wallet balance and budgets to maintain campaign continuity
• Campaigns that are paused may experience performance degradation when resumed due to platform learning phase resets

Refund Policy

• You may request a refund of unspent, unreserved Wallet funds from a specific deposit through your dashboard's payment settings, or by written request to support@ghostengine.ai
• Refund requests are reviewed and approved by GhostEngine. You may cancel a request while it is pending
• Refunds are limited to unspent funds that are not reserved for an active campaign budget, less any Google spend not yet reconciled. Reducing your budget or ending your Flight releases reserved funds
• Payment processing fees are non-refundable
• Refunds are issued to the original payment method, typically within 5-10 business days after approval
• Upon account termination, we will provide a final accounting of your Wallet balance within 30 days and process any eligible refund within 60 days of termination.
• Wallet deposits made via promotional credits, referral bonuses, or other non-cash methods are non-refundable.

Fraud Prevention

• We reserve the right to delay, hold, or decline Wallet deposits or refunds if we reasonably suspect fraudulent activity, money laundering, or violation of these Terms.
• You represent that all funds deposited into your Wallet are from legitimate sources and that you are not using the platform to launder money or finance illegal activities.
• We may require additional identity verification for large deposits or refund requests.

5.6 Price Changes

We reserve the right to modify subscription pricing and the Data and Usage Fee with 30 days' advance notice. Price changes will not affect your current billing cycle but will apply to subsequent renewals and to advertising spend after the effective date.

5.7 Taxes

All fees and charges under these Terms are exclusive of applicable taxes. You are responsible for all sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), withholding taxes, and any other taxes imposed by any governmental authority on the transactions contemplated by these Terms, excluding taxes based on GhostEngine's net income. If GhostEngine is required to collect or remit taxes on your behalf, such taxes will be added to your invoice.

6. Intellectual Property Rights

6.1 GhostEngine Property

The GhostEngine platform, including all software, algorithms, AI models, user interfaces, designs, logos, and documentation, is owned by GhostEngine LLC and protected by copyright, trademark, patent, and other intellectual property laws. You receive a limited, non-exclusive, non-transferable license to use the platform solely as permitted by these Terms.

6.2 Customer Data and Content

You retain all ownership rights to:

• Your advertising creative assets, copy, and brand materials
• Your business data, customer data, and performance data
• Content you upload or create through the platform

By using GhostEngine, you grant us a limited license to:

• Use your data to provide and improve our services
• Generate AI-powered ad copy, targeting suggestions, and campaign plans

6.3 AI-Generated Content

Ad copy, campaign plans, targeting suggestions, and other content generated by the platform's AI features ("AI-Generated Content") are subject to the following:

• License Grant: You receive a non-exclusive, worldwide, royalty-free license to use AI-Generated Content for your advertising campaigns and related business purposes.
• No Exclusivity: AI-Generated Content is generated using general-purpose AI models and may produce similar or identical outputs for different customers.
• Accuracy Disclaimer: AI-Generated Content may contain factual errors or inaccuracies. You are solely responsible for reviewing and approving all AI-Generated Content before use.
• Legal Compliance: You are responsible for ensuring AI-Generated Content complies with all applicable advertising laws, regulations, and platform policies.
• Third-Party AI Providers: AI features are powered in part by third-party AI providers (see Section 7.9), which process the inputs needed to generate outputs.
• Underlying Technology: GhostEngine retains all rights to the AI models, algorithms, training data, prompt engineering, and generation processes.
• Training Data: We may use de-identified, aggregated performance data to improve our services. We will not use your brand assets, proprietary creative elements, or identifiable customer data to train AI models used by other customers without your explicit consent.

6.4 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about GhostEngine, we may use them without any obligation to compensate you.

7. Data Privacy, Security, and Processing

7.1 Privacy Policy

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

7.2 Data Processing Roles

Under applicable Data Protection Laws:

• You are the Data Controller (or "Business" under CCPA) for Personal Data of your End Users collected through the platform's pixel, tracking, attribution, and e-commerce integration features.
• GhostEngine acts as a Data Processor (or "Service Provider" under CCPA) when processing Personal Data on your behalf.

7.3 Data Processing Terms

To the extent GhostEngine processes Personal Data on your behalf, the following terms apply:

(a) Processing Instructions. GhostEngine will process Personal Data only as necessary to provide the platform services and in accordance with your documented instructions, including your instruction to forward conversion data to the Advertising Platforms you use. (b) Confidentiality. GhostEngine ensures that all personnel authorized to process Personal Data are bound by appropriate confidentiality obligations. (c) Security Measures. GhostEngine implements commercially reasonable technical and organizational measures to protect Personal Data. (d) Subprocessors. You authorize GhostEngine to engage the Subprocessors listed in Section 7.9 and other third-party Subprocessors as necessary to provide the platform. We will update that list when we add or replace Subprocessors. (e) Data Subject Rights. GhostEngine will assist you in responding to data subject requests to the extent technically feasible.

7.4 Data Breach Notification

In the event of a confirmed security breach involving unauthorized access to or loss of your Personal Data, GhostEngine will:

• Notify you without undue delay of becoming aware of the breach
• Provide sufficient information to enable you to meet your own notification obligations
• Take reasonable steps to contain, investigate, and remediate the breach
• Cooperate with you and applicable authorities in investigating the breach

7.5 International Data Transfers

GhostEngine primarily processes data in the United States. If you are located outside the United States, your data will be transferred to and processed in the United States.

7.6 CCPA/CPRA Provisions

If CCPA/CPRA applies to your use of the platform: GhostEngine does not "sell" or "share" (as defined by CCPA/CPRA) your Personal Data. Conversion data forwarded to Advertising Platforms is sent at your direction as part of the services you request.

7.7 Data Retention

We retain your data for as long as your account is active and as required by law:

You may request data export or deletion at any time by contacting privacy@ghostengine.ai.

7.8 Pixel and Conversion Tracking

The GhostEngine pixel collects data from your website visitors, including page views and site events, referring URL, browser user agent and language, IP address, a session cookie, device and attribution identifiers stored in the visitor's browser, a hashed device fingerprint, and, where you or your e-commerce platform provide it (for example at checkout), the visitor's email address. You acknowledge and agree that:

• You are responsible for deploying the pixel in compliance with applicable privacy laws
• You must display a cookie/tracking notice or consent banner and obtain any consent required by applicable law
• The pixel reads consent signals from supported consent management platforms (including OneTrust, Cookiebot, and Google Consent Mode). Where no consent signal is present, the pixel requires opt-in for visitors it identifies as likely located in the European Union and otherwise treats visitors as having consented. You are responsible for configuring your consent management platform so that these signals reflect the consent required in each jurisdiction where you operate
• Email addresses and phone numbers are hashed (SHA-256) in the visitor's browser before transmission. IP addresses and user agents are collected without hashing
• Conversion data, including hashed identifiers, IP address, and user agent, is forwarded server-side to the Advertising Platforms you use (Meta Conversions API, TikTok Events API, Reddit Conversions API, and Google Ads conversion uploads) only when a marketing consent signal is present
• You must update your website privacy policy to disclose the use of GhostEngine's tracking technology and the sharing of conversion data with Advertising Platforms
• If you install the GhostEngine Shopify app, it accesses your store's orders, products, and customer events and installs a web pixel on your storefront. We honor Shopify customer data request and redaction requests received through Shopify

7.9 Subprocessors

GhostEngine currently uses the following Subprocessors:

Advertising Platforms and Shopify receive data at your direction under your own agreements with them and are not GhostEngine Subprocessors.

8. Third-Party Services and Integrations

8.1 Advertising Platforms and Integrations

GhostEngine integrates with third-party advertising platforms (Meta, TikTok, Google Ads, Reddit) and e-commerce platforms (Shopify). Your use of these platforms is subject to their respective terms of service and policies. Your use of Connected Accounts is governed by your direct agreement with each Advertising Platform, including its billing terms.

8.2 Platform Compliance

You are solely responsible for ensuring your advertising campaigns comply with the policies and terms of each advertising platform.

8.3 Third-Party Links

The platform may contain links to third-party websites or services. We are not responsible for the content, privacy practices, or terms of service of third-party sites.

9. Warranties and Disclaimers

9.1 Limited Warranty

GhostEngine warrants that the platform will perform substantially in accordance with its documentation under normal use.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE PLATFORM IS 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, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

GHOSTENGINE DOES NOT WARRANT THAT: THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; DEFECTS WILL BE CORRECTED; THE PLATFORM IS FREE OF VIRUSES OR HARMFUL COMPONENTS; RESULTS OBTAINED FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR ANY SPECIFIC ADVERTISING PERFORMANCE OUTCOMES WILL BE ACHIEVED.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GHOSTENGINE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO GHOSTENGINE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.2 Excluded Damages

IN NO EVENT SHALL GHOSTENGINE BE LIABLE FOR: INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES; COST OF SUBSTITUTE SERVICES; ADVERTISING SPEND OR WASTED AD BUDGET; DAMAGES ARISING FROM THIRD-PARTY PLATFORM CHANGES OR OUTAGES; EVEN IF GHOSTENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless GhostEngine, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from: your use of the platform; your violation of these Terms; your violation of any third-party rights; your advertising content or campaigns; your violation of advertising platform policies; or your violation of applicable laws or regulations.

12. Term and Termination

12.1 Term

These Terms begin when you create an account and continue until terminated by either party.

12.2 Termination by You

You may terminate your account at any time by cancelling your subscription through account settings, contacting customer support at support@ghostengine.ai, or providing written notice of termination.

12.3 Termination by GhostEngine

We may suspend or terminate your account immediately if: you violate these Terms or applicable laws; your payment method fails or you have unpaid fees; your advertising accounts are suspended by platforms; we are required to do so by law or court order; or we discontinue the platform (with 30 days' notice).

12.4 Effect of Termination

Upon termination:

• Your access to the platform will be revoked within 24 hours
• All active advertising campaigns will be paused and wound down within 5 business days, and GhostEngine will stop managing your Connected Accounts. You should revoke GhostEngine's access in each Advertising Platform
• You remain responsible for all fees and charges incurred before termination, including the Data and Usage Fee on spend before termination and any spend billed to you directly by Advertising Platforms
• We will provide a final Wallet statement within 30 days of termination
• Eligible Wallet refunds will be processed within 60 days of termination
• We will retain your data for 30 days post-termination for data export requests
• After the 30-day retention period, we will delete your Customer Data, except as required by law
• Sections that by their nature should survive termination will continue to apply

12.5 Data Portability on Termination

Upon written request made within 30 days of termination, GhostEngine will provide you with an export of your Customer Data in standard machine-readable formats (CSV or JSON).

13. Confidentiality

13.1 Obligations

Each party agrees to: (a) use the other party's Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information; and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents who need to know.

13.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the recipient before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without restriction.

13.3 Compelled Disclosure

If either party is compelled by law to disclose Confidential Information, it will provide the other party with prompt written notice and reasonable cooperation to contest or limit the disclosure.

13.4 Duration

Confidentiality obligations survive termination for a period of 3 years, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.

14.2 Arbitration Agreement

Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wyoming.

14.3 Class Action Waiver

You agree to resolve disputes with GhostEngine on an individual basis and waive any right to participate in class actions, class arbitrations, or representative proceedings.

14.4 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access to the platform.

15. Financial Compliance

15.1 Anti-Money Laundering

You represent and warrant that: (a) funds deposited into your Wallet are derived from legitimate, lawful sources; (b) you are not using the platform to launder money, finance terrorism, or engage in any financial crime; and (c) you will cooperate with any AML-related inquiries.

15.2 Identity Verification

GhostEngine reserves the right to request identity verification or additional information in connection with Wallet deposits or refund requests. Failure to provide requested information may result in transaction delays or account suspension.

15.3 Sanctions Compliance

You represent that you are not: (a) located in, organized under the laws of, or a resident of any country subject to U.S. economic sanctions; (b) listed on any U.S. government restricted party list; or (c) owned or controlled by any such person or entity.

16. Service Availability

GhostEngine targets commercially reasonable availability for the platform dashboard, API, and core campaign management features. We do not provide formal SLA commitments or service credits at this time. We will make reasonable efforts to provide advance notice of scheduled maintenance and to minimize unplanned downtime.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other referenced policies, constitute the entire agreement between you and GhostEngine regarding the platform.

17.2 Modifications

We may modify these Terms at any time by posting updated Terms on our website. Material changes will be communicated via email or platform notification.

17.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to any affiliate or successor entity.

17.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

17.5 Waiver

Our failure to enforce any provision does not constitute a waiver of that provision.

17.6 Force Majeure

We are not liable for delays or failures resulting from causes beyond our reasonable control.

17.7 Export Compliance

You agree to comply with all applicable export and import laws and regulations.

17.8 Electronic Communications

By creating an account, you consent to receive electronic communications from GhostEngine, including billing notices, trial reminders, budget alerts, and summaries of automated actions.

17.9 Statute of Limitations

Any claim must be filed within one (1) year after such claim arose, or be permanently barred.

17.10 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

17.11 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship, except that GhostEngine acts on your behalf in your Connected Accounts as authorized in Section 3.3.

17.12 Notices

All legal notices must be sent: (a) to GhostEngine at legal@ghostengine.ai and the mailing address in Section 18; (b) to you at the email address associated with your account.

17.13 Currency

All monetary amounts are in United States Dollars (USD) unless otherwise specified.

17.14 Government Use

If you are a U.S. government entity, the platform is provided as "Commercial Computer Software" subject to restricted rights as defined in FAR 12.212 and DFARS 227.7202.

17.15 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

18. Contact Information

For questions about these Terms or the GhostEngine platform, please contact us:

GhostEngine LLC

• Email: legal@ghostengine.ai
• Support: support@ghostengine.ai
• Privacy: privacy@ghostengine.ai
• Website: ghostengine.ai

Mailing Address

GhostEngine LLC
390 NE 191st St STE 17348
Miami, FL 33179
United States