Last updated and effective: August 11, 2025.

These Creative Services Terms of Use (together with any policies or notices made available to you in connection with the Creative Services, collectively, these “Terms“) govern the provision and use of StackAdapt’s creative strategy, development and production services (the “Creative Services“). The provision and use of Creative Services is additionally subject to a duly executed project-based scope or statement of work (each, an “SOW“).

Please read these Terms carefully and be sure you, as the “Client” hereunder, fully understand them, as they constitute a binding legal agreement between you and StackAdapt. Your use of the Creative Services that are provided pursuant to an SOW constitutes your agreement to these Terms. StackAdapt may update or revise these Terms as it deems necessary from time to time. You agree that on any occasion in which you order Creative Services pursuant to an SOW, you will review these Terms. If you do not agree with these Terms at any time where an SOW is to become effective, you should not order Creative Services and enter into 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 both parties. If the scope or specifications require adjustment during the course of a Project, an amended SOW may be mutually agreed upon and reissued. “Deliverables” 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 rounds of iterations unless otherwise expressly agreed in writing (email acceptable).

(b) The deadline for any task detailed in the 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) The delivery schedule and Project costs are dependent upon Client feedback or approvals, as applicable, being provided within 72 hours of receipt of any materials that need to be reviewed or approved. If feedback is not provided within this timeframe, the delivery schedule or the costs associated with the Project may require adjustment. Issuance of an amended SOW may cause Deliverables to be delayed until an amendment is agreed upon. 

(d) Client will set up and deliver necessary tracking credentials to its Account Manager no less than 48 hours prior to the launch date of the campaign that is utilizing Deliverables. Client’s Account Manager or a creative services team member will implement any tracking techniques and Client-provided code into its Deliverables after feasibility has been confirmed by StackAdapt to Client. 

(e) If Client, in its reasonable and good faith judgment, determines that any submitted Deliverable does not meet the applicable functional requirements set forth in the SOW, Client must notify StackAdapt promptly specifying any deficiencies in detail in writing (email acceptable). StackAdapt will use commercially reasonable efforts to promptly cure any such deficiencies and then resubmit the Deliverable for further review and acceptance testing in the same manner. In the event the applicable functional requirements as stated in the SOW are subsequently determined by the parties to be inappropriate or to require modification due to changed circumstances, incorrect assumptions or other reasons at the time of actual delivery and testing of a Deliverable, the parties shall cooperate in good faith to appropriately modify such requirements.

(f) All Deliverables that are being provided without cost as a value addition will not be accessible to Client until its campaign incorporating the Deliverables is released and the Deliverables must be used in a campaign run through the StackAdapt Services prior to any other use.

3. Representations and Warranties

Client represents and warrants that 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 that there are no geographic or other restrictions on use of any such Advertising Materials.

4.  Intellectual Property 

(a) 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 clause (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 use of the Platform (collectively, “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. Fees and Payment Terms

(a) Fees. Upon completion of any Project, StackAdapt shall invoice, and Client shall pay to StackAdapt, the fees and costs, if any, as set forth on the SOW applicable to such Project.

(b) Payment Terms. Unless otherwise set forth on an SOW or other written agreement between the parties, all payments are due within thirty (30) days of the invoice date by wire transfer, ACH, or other means expressly agreed to in writing by the parties. Unless Client disputes any amounts within 15 days of receipt of invoice, Client shall be deemed to have accepted such invoice. 

(c) Taxes. Fees for the provision of Creative Services do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes which are assessable by any jurisdiction whatsoever (collectively, “Taxes“). Client is responsible for paying all Taxes associated with its purchases hereunder. If StackAdapt has the legal obligation to pay or collect Taxes for which Client is responsible, StackAdapt will invoice Client and Client will pay that amount. StackAdapt is solely responsible for taxes assessable against it based on its net income, property and employees. 

(d) Late Payments. If Client fails to pay the invoiced amount (other than amounts disputed in good faith) by the due date, then without limiting StackAdapt’s rights and remedies, the amounts due will accrue interest at the lesser of 1.5% per month, or the maximum interest allowed by law, whichever is less, compounded monthly.

6. Liability 

(a) Client agrees to indemnify, defend and hold harmless StackAdapt and its 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.

(b) 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, SECURITY, TITLE AND/OR NON-INFRINGEMENT. IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, STACKADAPT SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY IN CONNECTION WITH CREATIVE SERVICES THAT ARE BEING PROVIDED WITHOUT CHARGE PURSUANT TO THE SOW TO WHICH THESE TERMS APPLY.