Creative Services Terms of Use
Last updated and effective: December 3, 2025.
These Creative Services Terms of Use (together with any policies or notices made available to the Client in connection with the Creative Services, collectively, the “Terms”) govern the provision and use of creative strategy, development and production services (the “Creative Services”) offered by StackAdapt. The provision and use of Creative Services by the Client is additionally subject to a project-based scope or statement of work (an “SOW”).
1. Process
Upon ordering Creative Services, StackAdapt’s Creative Services team will engage in discussions regarding Client’s desired project (each, a “Project”), including the specifications of each Deliverable, delivery dates, and the responsibilities of each party with respect to the applicable Project. Upon agreement, StackAdapt will issue an SOW to be executed by Client in acknowledgment of your acceptance of these Terms and the terms contained therein. If the scope or specifications require adjustment during the course of a Project, an amended SOW may be reissued for execution by Client. “Deliverable” means advertising documents, work products, and related materials (including, but not limited to concepts, artwork, writings, drawings, slogans, photographs, graphic materials) that are delivered to Client in the course of performing the Creative Services.
2. Assumptions and Conditions
The following conditions apply to the execution of each Project:
(a) All creative elements (design, copy, etc.) shall be limited to two (2) rounds of iterations unless otherwise expressly agreed in writing (email acceptable).
(b) The timeline for submission of Deliverables specified in an SOW assumes the active participation of Client in the Project and does not include time or resources to correct errors made by or delays due to Client.
(c) If Client, in its reasonable and good faith judgment, determines that any submitted Deliverable does not meet the functional requirements set forth in the SOW, Client must promptly notify its account manager or creative services team member such deficiencies in writing. StackAdapt will use commercially reasonable efforts to promptly address any such deficiencies and resubmit the Deliverable for further review and acceptance testing.
(d) In the event any functional requirements of a Deliverable set forth in the SOW are subsequently determined by the parties to be inappropriate or require modification at the time of actual delivery and testing of such Deliverable, the parties shall cooperate in good faith to appropriately modify such functional requirements.
(e) All Deliverables which are provided without cost to Client in connection with and subject to the terms set forth in any applicable insertion order or other written agreement between Client and StackAdapt will not be accessible to Client until its campaign incorporating the Deliverables is released. Any such Deliverables must be used in a campaign run through StackAdapt’s internet-accessible proprietary platform (the “Platform” ) prior to any other use.
3. Representations and Warranties
Client represents and warrants that (i) it owns or has a sufficient license to use, and to grant a license for StackAdapt to use, all elements of any advertising content or materials provided to StackAdapt in connection with provision of the Creative Services and development of the Deliverables (“Advertising Materials”), and (ii) there are no geographic or other restrictions on use of any such Advertising Materials.
StackAdapt represents and warrants that (x) the Creative Services shall be provided in a professional and workmanlike manner by individuals qualified to do so, and (y) to any extent that StackAdapt uses any Third-Party Materials (as hereinafter defined) not provided by Client in any Deliverable, StackAdapt shall have obtained a sufficient license to use such materials in the Deliverable.
4. Intellectual Property
(a) Subject to Section 2(e) above, upon delivery of the Deliverables to Client, StackAdapt hereby irrevocably assigns, sells, transfers and conveys to Client all right, title and interest, on a worldwide basis, in and to the Deliverables and all applicable intellectual property rights, on a worldwide basis, related thereto, including without limitation, copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract and licensing rights.
(b) Notwithstanding anything herein to the contrary, Client’s ownership of the Deliverables remains subject to the rights of third parties whose materials or services form any portion of the Deliverables and are used under a licence or other form of permission granted to StackAdapt or Client by its owners (“Third-Party Materials“).
(c) The assignment of intellectual property rights set forth in Section 3(a) above shall not apply to any materials owned by StackAdapt prior to, or independent from, the performance of Creative Services under this Agreement, including all methodologies, software, applications, processes, or procedures used, created, or developed by StackAdapt in the general conduct of its business and/or the Platform (collectively the “StackAdapt Materials“). Notwithstanding the foregoing, StackAdapt hereby grants Client a royalty-free, perpetual, worldwide licence to use any StackAdapt Materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables for their intended purpose.
(d) Client is responsible for any clearance searches and all regulatory compliance matters in connection with use of the Deliverables in its advertising campaigns. Accountability for determining that the use of Deliverables do not and will not infringe the publicity, privacy, intellectual property or any other rights of any third party, is the sole responsibility of Client. StackAdapt is not liable for the legality of the Advertising Materials or their incorporation into the Deliverables at the direction of Client.
(e) Client grants StackAdapt the right and license to access, transmit, download, store, copy, and use all Advertising Materials to the extent necessary to develop the Deliverables as set forth in each SOW. Additionally, Client grants StackAdapt a limited, non-transferable, non-exclusive license to use and display the Deliverables solely for the purpose of demonstrating StackAdapt’s technical or creative capabilities to prospective clients or partners.
5. Indemnity
Client agrees to indemnify, defend and hold harmless StackAdapt its affiliates, and its and its affiliates’ officers, directors, employees and agents from and against any third party claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal fees, arising out of or in connection with: (i) any use of the Deliverables by Client or any person to whom Client makes Deliverables available; or (ii) Client’s breach of these Terms or any applicable SOW.
StackAdapt agrees to indemnify, defend and hold harmless StackAdapt its affiliates, and its and its affiliates’ officers, directors, employees and agents from and against any third party claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal fees, arising out of or in connection with StackAdapt’s gross negligence or willful misconduct in providing the Creative Services.
6. Limitation of Liability
EXCEPT FOR DAMAGES RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, AGENTS OR SUBCONTRACTORS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE AND/OR PROFIT AND WHETHER OR NOT FORESEEABLE), ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EXCEPT FOR LIABILITY RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, STACKADAPT’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID UNDER THE APPLICABLE SOW.
7. Provided “As Is”
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CREATIVE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND STACKADAPT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, TITLE AND/OR NON-INFRINGEMENT.