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These Terms and Conditions ("Terms") govern your access to and use of the RevoSurge platform, including its sub-platforms AdWave (a Demand-Side Platform or "DSP") and DataPulse (a Customer Data Platform or "CDP"), and any related services, features, content, or applications offered by RevoSurge, Inc. ("RevoSurge," "we," "us," or "our"). By accessing or using the Services (as defined below), you ("User," "you," or "your") 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" or "your" shall refer to such entity.


We may update these Terms from time to time. The most current version will be posted on our website. Material changes will become effective thirty (30) days after notice is provided, except for changes due to legal or regulatory requirements, which may be effective immediately. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services.

 

1. Definitions

 

● Services: The AI-powered advertising technology platform provided by RevoSurge, including AdWave (DSP for programmatic ad buying and optimization) and DataPulse (CDP for customer data management, segmentation, and activation), along with any associated tools, APIs, software, documentation, or support.

● User Content: Any advertisements, creative materials, data, targeting parameters, or other content you upload, submit, or provide through the Services.

● Platform: Collectively, AdWave and DataPulse, accessible via our website, APIs, or mobile applications.

● Target Markets: The geographic regions or audiences selected by you for ad campaigns or data processing.

● Invalid Traffic: Any impressions, clicks, conversions, or other actions generated through fraudulent, automated, or deceptive means, including but not limited to bots, malware, incentivized traffic, forced redirects, or cloaking.

● Confidential Information: Any non-public, proprietary, or sensitive information disclosed in connection with this Agreement, identified as confidential or which, by its nature, should be regarded as confidential.

 

2. Eligibility and Account Registration


To use the Services, you must be at least 18 years old and capable of forming a binding contract. You may not use the Services if you are barred from doing so under applicable laws, including U.S. export controls or sanctions.

You must create an account to access certain features. You agree to provide accurate, complete, and current information during registration and to update it as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorized access.

We reserve the right to refuse registration, suspend, or terminate accounts at our discretion, without notice, if we suspect violations of these Terms.

 

3. Description of Services


RevoSurge provides an AI-powered AdTech platform:

● AdWave (DSP): Enables users to buy, manage, and optimize programmatic advertising inventory across digital channels, using AI for bidding, targeting, and performance analysis.

● DataPulse (CDP): Allows users to collect, unify, and activate customer data from various sources, with AI-driven insights for personalization and segmentation.


Services are provided "as is" and "as available." We make no guarantees regarding the effectiveness or results of the Services. We may modify, suspend, or discontinue any part of the Services at any time without liability. We reserve the right to reject any service request, including campaigns or content, in our sole discretion, including if we believe the content or campaign violates these Terms, applicable law, or could harm our business reputation or relationships with suppliers.

 

4. User Obligations and Prohibited Activities


You agree to use the Services only for lawful purposes and in compliance with these Terms. You are solely responsible for the quality and legality of your User Content and the means by which you acquired it.


4.1. Content and Behavioral Standards


You must not:

 

● Upload User Content that is unlawful, defamatory, discriminatory, obscene, violent, fraudulent, misleading, or infringing on third-party rights (including intellectual property, privacy, or publicity rights).

● Engage in Invalid Traffic, such as generating fraudulent impressions, clicks, or conversions.

● Reverse engineer, decompile, or attempt to derive the source code of the Services.

● Solicit or contact our publishers, suppliers, or partners directly to bypass the Services or compete with us.


4.2. Quality of Content and Prohibited Verticals


While we serve clients in various verticals, you must ensure your content meets quality standards and is not associated with the following strictly prohibited activities:

 

● Child exploitation

● Terrorism

● Illegal weapons

● Uncontrolled controlled substances

● Money laundering

● Pay-per-call schemes and tech support scams

 

For high-risk verticals such as iGaming, crypto exchanges, and financial trading, you represent and warrant that you possess and maintain all required licenses, permits, and authorizations to operate and advertise in your selected Target Markets.


4.3. Compliance with Laws


You must comply with all applicable laws, regulations, and industry standards, including but not limited to:

 

● Data Protection Laws: GDPR, CCPA, and other global data privacy laws.

● Advertising Laws: FTC guidelines, the Digital Services Act (DSA), including obligations for ad transparency and user opt-out mechanisms.

● Sector-Specific Regulations: AML and KYC requirements for iGaming, cryptocurrency, and financial services.

 

We reserve the right to review, reject, or remove User Content at our discretion. We may suspend or terminate Services, withhold payments, or impose penalties for violations, including deducting amounts related to Invalid Traffic from your account balance.


5. Data Privacy and Security


Your use of the Services is subject to our Privacy Policy. Each party shall comply with its respective obligations under all applicable data protection laws.


5.1. Data Processing Roles


For the personal data processed through the Services, you are typically the data controller. You warrant that you have lawful bases for processing personal data, including sensitive data, and that you have provided all necessary notices and obtained all necessary consents and permissions from end-users for the collection, sharing, and processing of such data.

RevoSurge will process personal data as a data processor acting on your documented instructions, or as a separate controller for specific purposes like fraud prevention and service improvement. A separate Data Processing Agreement (DPA) may be incorporated to govern this relationship.


5.2. AI and Data


You acknowledge that RevoSurge's AI-driven optimization and personalization features may constitute profiling under applicable law. You are solely responsible for ensuring a lawful basis for such processing and for providing required transparency to data subjects.


6. Payments and Fees


Access to certain Services requires payment of fees as specified in your account or separate agreements. Services are provided on a prepayment basis. A minimum deposit is required (e.g., $150 for self-service). Fees are non-refundable unless otherwise agreed in writing or as required by law.

In the event we reject a campaign prior to launch, we will refund the associated prepaid funds, less a reasonable administrative fee. You acknowledge and agree that once an ad campaign has commenced delivery, the fees spent are non-refundable.

You authorize us to charge your payment method for all fees. You are responsible for any bank fees, payment processing costs, and taxes. We may adjust fees with notice. Late payments accrue interest at 1.5% per month or the maximum allowed by law.

Statistics and reporting are based on our systems and are conclusive and binding unless disputed in writing within seven (7) business days of the report being made available.

 

7. Licenses and Intellectual Property


You grant RevoSurge a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, distribute, and display User Content as necessary to provide the Services, including for AI training, optimization, reporting, and fraud detection purposes.

All rights, title, and interest in the Services, including AI algorithms, software, and trademarks, remain with RevoSurge or our licensors.

 

8. Limitation of Liability


TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVOSURGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL REVOSURGE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO REVOSURGE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

The foregoing limitations shall not apply to liability arising from (i) a party's breach of its confidentiality obligations; (ii) your indemnification obligations; or (iii) either party's gross negligence or willful misconduct.

 

9. Indemnification


You agree to indemnify, defend, and hold harmless RevoSurge, its affiliates, officers, directors, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms or applicable laws; (d) any breach of your representations and warranties; (e) any regulatory fines or investigations stemming from your non-compliance.

RevoSurge will indemnify, defend, and hold you harmless from any third-party claim that the RevoSurge technology used to provide the Services infringes any U.S. intellectual property right. This states our entire liability for infringement.


10. Term and Termination


This Agreement becomes effective upon your acceptance and remains in effect until terminated.

We may terminate or suspend your access to the Services at any time, with or without cause, including for breach of these Terms, Invalid Traffic, lack of required licenses, or non-payment. Either party may terminate for material breach upon thirty (30) days' written notice if the breach is not remedied.

Upon termination, you must cease use and pay any outstanding fees. Sections surviving termination include Intellectual Property, Limitation of Liability, Indemnification, and others that by their nature are intended to survive.

 

11. Governing Law and Dispute Resolution


These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. Any dispute shall be finally settled by binding arbitration in Wilmington, Delaware, under the rules of the American Arbitration Association ("AAA"). Judgment on the award may be entered in any court of competent jurisdiction.

 

12. Miscellaneous

 

● Entire Agreement: These Terms, together with our Privacy Policy and any specific service agreements, constitute the entire understanding.

● Severability: If any provision is held invalid, the remainder remains in effect.

● Assignment: You may not assign these Terms without our consent; we may assign freely.

● Force Majeure: Neither party is liable for delays due to events beyond reasonable control.

● Contact: For questions, contact us at [legal@revosurge.com].


By using the Services, you acknowledge that you have read, understood, and agree to these Terms.