Terms of Service

1. The Service

AddApex is a creative-intelligence platform for advertising, marketing and creative teams.

The Service may analyse information including:

• advertising creative and copy;
• campaign and advertising-performance information;
• brand and product information;
• competitor advertising activity;
• publicly available advertising-library information;
• customer-provided materials;
• publicly available commercial information;
• information obtained through third-party services, providers, APIs and integrations; and
• information generated or analysed using artificial intelligence.

AddApex may use this information to produce classifications, comparisons, diagnoses, recommendations, creative insights, testing ideas, creative briefs, summaries and other outputs.

We may improve, modify, add or remove features over time.

2. Eligibility

You must:

• be at least 18 years old;
• use AddApex for business or professional purposes; and
• have authority to enter into these Terms.

The Service is not intended for personal or household consumer use.

3. Accounts

You must provide accurate information when creating an account and keep that information reasonably current.

You are responsible for:

• safeguarding account credentials;
• activities conducted through your account;
• controlling access to your organisation's workspace; and
• promptly notifying us of suspected unauthorised access.

You may not share credentials or otherwise circumvent applicable account, seat, brand, client or usage limits.

4. Organisations, Agencies and Clients

AddApex may allow Customers to create or manage workspaces, brands, clients, projects or similar organisational units.

Agencies and other service providers may use AddApex on behalf of their clients.

If you upload, connect or otherwise provide information belonging to a client or other third party, you represent that you have sufficient authority to do so.

AddApex may impose subscription, usage, brand, client, workspace or other limits depending on the applicable plan.

5. Plans, Fees and Payment

AddApex may offer free, trial, monthly, annual, usage-based, per-brand, per-client, enterprise or individually negotiated plans.

The applicable pricing, usage allowances, subscription term and other commercial terms are those shown when you purchase the Service or stated in an applicable order form.

Unless otherwise stated:

• paid subscriptions renew automatically for successive subscription periods;
• subscription fees are charged in advance;
• usage-based charges may be charged in arrears;
• fees are non-refundable except where required by law;
• applicable taxes are additional; and
• failure to pay amounts when due may result in restriction or suspension of paid functionality.

You may cancel a recurring subscription at any time. Unless otherwise stated, cancellation takes effect at the end of the then-current paid subscription period.

We may change pricing for future subscription periods by providing reasonable notice.

Custom commercial terms agreed in an order form take precedence over conflicting provisions of this section.

6. Customer Data

"Customer Data" means information, content or materials submitted to AddApex by or on behalf of Customer.

Customer Data may include:

• advertising creative;
• campaign information;
• advertising-performance data;
• brand and product materials;
• client information;
• documents;
• images and video;
• URLs;
• briefs;
• prompts and instructions;
• comments;
• business information; and
• other information relevant to use of the Service.

Customer retains its rights in Customer Data.

Customer grants AddApex a non-exclusive, worldwide licence to host, copy, process, transmit, analyse, transform and display Customer Data as reasonably necessary to:

1. provide the Service;
2. generate requested analyses and outputs;
3. maintain, secure and troubleshoot the Service;
4. improve the operation and quality of AddApex; and
5. comply with law and enforce these Terms.

Customer represents that it has the rights and permissions necessary for AddApex to process Customer Data for these purposes.

You should not submit highly sensitive personal information unless such processing has been expressly agreed with us.

7. Confidential Customer Data and AI

AddApex may use third-party artificial-intelligence infrastructure and models to provide analysis and generate outputs.

Customer Data may be transmitted to such providers as reasonably necessary to provide the Service.

Unless Customer expressly agrees otherwise, AddApex will not intentionally use Customer's confidential creative, campaign-performance data or other confidential Customer Data to train a general-purpose model made available to other AddApex customers.

We will not authorise a third-party AI provider to use Customer's confidential data to train that provider's general-purpose models where the applicable commercial service allows us to prohibit such use.

We may use de-identified, aggregated and operational information as described in these Terms.

8. Public and Third-Party Data

AddApex may access, receive, collect, organise, retain, process and analyse information obtained from third-party sources, including:

• publicly accessible websites;
• advertising libraries;
• social and advertising platforms;
• APIs;
• automated data-collection services;
• commercial data providers;
• customer-authorised integrations; and
• other publicly accessible or commercially available sources.

We call this information "Third-Party Data."

Third-Party Data may include:

• advertisements;
• creative assets;
• advertising copy;
• advertiser and brand information;
• public page or account information;
• advertising-library identifiers;
• start and end dates;
• publication and delivery information;
• destination URLs;
• calls to action;
• platform and placement information; and
• other publicly available advertising metadata.

8.1 Third-party rights

AddApex does not claim ownership of Third-Party Data merely because it is collected, stored, analysed, categorised or displayed through AddApex.

Copyright, trademark, database and other rights remain with their respective owners where applicable.

8.2 No affiliation

Third-party platforms and data providers are independent from AddApex.

Unless expressly stated otherwise, AddApex is not affiliated with, sponsored by, endorsed by, or acting on behalf of a platform whose information is analysed through the Service.

References to third-party trademarks or services are for identification purposes.

8.3 Source availability

Third parties can change their websites, systems, policies, technical restrictions, APIs or availability at any time.

We therefore do not guarantee:

• continued access to any particular data source;
• complete advertising coverage;
• uninterrupted collection;
• real-time availability;
• continued historical availability;
• accuracy of information supplied by a third party; or
• availability of any specific advertisement.

AddApex may replace, modify, suspend or discontinue a particular source, provider or collection method at any time.

9. Historical Advertising Data

A core feature of AddApex may involve analysing advertising activity over time.

Accordingly, AddApex may retain previously collected publicly available or Third-Party Data, including advertisements that later cease running or are no longer displayed by the originating platform.

Such information may be retained indefinitely where reasonably useful for:

• historical creative intelligence;
• trend analysis;
• evidence and provenance;
• comparisons;
• research;
• product functionality; and
• improving AddApex.

We may remove, restrict or suppress such information where required by law or where we determine that a credible privacy, intellectual-property or other rights request warrants doing so.

10. Outputs

"Outputs" means analyses, recommendations, reports, briefs, diagnoses, classifications, summaries, testing ideas and other results generated for Customer through AddApex.

Subject to these Terms and payment of applicable fees, Customer may use, reproduce, modify, publish, share and commercially exploit Outputs generated for Customer.

However, those rights do not grant Customer additional rights in underlying:

• third-party advertisements;
• trademarks;
• copyrighted works;
• photographs;
• video;
• logos;
• datasets; or
• other protected Third-Party Data.

Customer is responsible for determining whether its downstream use of third-party material is permitted.

Competitive model training restriction

Customer may not use the Service, Outputs or systematic exports from AddApex primarily to train, fine-tune, benchmark or develop a product or model whose primary purpose substantially competes with AddApex's creative-intelligence functionality.

This restriction does not prevent Customer from using Outputs with its own internal tools, AI systems or workflows for the purpose of conducting Customer's advertising, marketing, agency or creative activities.

11. AddApex Intellectual Property

VMG Digital and its licensors retain all rights, title and interest in AddApex and its underlying technology, including:

• software;
• interfaces;
• design;
• workflows;
• prompts;
• methods;
• taxonomies;
• scoring systems;
• databases;
• documentation;
• models;
• branding; and
• other technology.

Except for rights expressly granted in these Terms, no rights are transferred to Customer.

12. Aggregated and De-identified Information

We may generate information derived from use of the Service that has been aggregated or de-identified so that it does not reasonably identify Customer, a specific client of Customer, or an individual.

We may use such information to:

• improve AddApex;
• evaluate product performance;
• develop models and analytical methods;
• create benchmarks;
• understand market and creative trends;
• conduct research; and
• develop new products or features.

We may present aggregated benchmarks or insights to other customers where they do not reasonably reveal Customer's confidential information.

We will not knowingly present another customer's confidential campaign-performance data to you in identifiable form without that customer's permission.

13. Feedback

If you voluntarily provide suggestions, ideas or feedback concerning AddApex, we may use them without restriction or compensation.

This does not transfer ownership of Customer Data to AddApex.

14. Acceptable Use

You may not use AddApex to:

1. violate applicable law;
2. infringe intellectual-property, privacy, publicity, confidentiality or other rights;
3. unlawfully reproduce, distribute or sell third-party material;
4. commit fraud, phishing, impersonation or deception;
5. introduce malicious software;
6. interfere with or disrupt AddApex;
7. gain unauthorised access to systems, accounts or information;
8. circumvent AddApex account, security or usage controls;
9. harass or unlawfully surveil individuals;
10. create prohibited sensitive profiles of individuals;
11. engage in unlawful discrimination;
12. make unlawful decisions about individuals using personal information; or
13. systematically extract the Service for the purpose of creating a substantially competing creative-intelligence product.

15. Customer Responsibility

Customer controls how it uses, publishes, distributes or acts upon information obtained through AddApex.

Customer is responsible for its downstream use, including decisions to:

• reproduce competitor advertising;
• publish third-party creative;
• incorporate third-party material into new advertisements;
• export information;
• distribute Outputs;
• contact third parties; or
• implement recommendations produced by AddApex.

16. AI Outputs and Advertising Recommendations

Artificial-intelligence systems can produce inaccurate, incomplete or misleading results.

You are responsible for reviewing Outputs before relying upon, publishing or implementing them.

AddApex does not guarantee:

• factual accuracy of every Output;
• uniqueness of an Output;
• any particular campaign result;
• increased return on advertising spend;
• regulatory or legal compliance of Customer advertising;
• non-infringement of third-party rights in Customer's ultimate advertising; or
• suitability of an Output without human review.

AddApex provides creative intelligence and recommendations, not guaranteed advertising outcomes.

17. Third-Party Services

AddApex depends on third-party providers for parts of the Service, including infrastructure, hosting, databases, artificial intelligence, data collection, analytics, email, payments and other functionality.

We are not responsible for outages, restrictions or changes caused by independent third-party providers.

A current list of significant subprocessors may be made available separately.

18. Marketing Communications

We may send Customer and its users product updates, newsletters, educational materials and other business-to-business marketing communications where permitted by law.

Recipients may opt out of non-essential marketing emails using the unsubscribe mechanism provided.

We do not sell customer contact lists to third parties.

19. Privacy

Our processing of personal information is described in the AddApex Privacy Policy.

Where AddApex acts as a processor or service provider for personal information submitted by Customer, additional processing terms may be set out in a Data Processing Addendum.

20. Confidentiality

Each party may receive information belonging to the other that is confidential by nature or identified as confidential ("Confidential Information").

The recipient will:

• use Confidential Information only for purposes related to the parties' relationship; and
• take reasonable steps to protect it from unauthorised disclosure.

Confidential Information does not include information that:

• becomes public without breach of these Terms;
• was already lawfully known without confidentiality obligations;
• is independently developed without using the other party's Confidential Information; or
• is lawfully received from another source without confidentiality restrictions.

A party may disclose Confidential Information where required by law.

21. Security

AddApex uses reasonable technical and organisational measures designed to protect information processed through the Service.

No online service can guarantee absolute security.

Customer remains responsible for:

• controlling its users;
• maintaining appropriate account permissions;
• protecting credentials; and
• securing systems connected to AddApex.

22. Rights, Privacy and Takedown Requests

If you believe material available through AddApex infringes your rights, contains personal information concerning you that should be restricted, or otherwise warrants review, contact:

legal@vmgdigital.com

Please provide enough information to identify the material and explain your request.

We may remove, suppress, restrict or cease processing particular material where:

• required by law;
• necessary to protect an individual's rights;
• reasonably necessary to address intellectual-property concerns;
• requested by the originating source where appropriate; or
• we otherwise determine that removal is appropriate.

Removal from AddApex does not cause removal from the original third-party source.

23. Suspension

We may temporarily restrict or suspend access where reasonably necessary to:

• address a security risk;
• prevent unlawful activity;
• prevent material abuse;
• comply with law;
• investigate a material breach;
• protect AddApex, customers or third parties; or
• address overdue undisputed payment obligations.

Where reasonably practicable, we will provide notice.

24. Termination

Customers may terminate their subscription in accordance with the applicable plan or order form.

We may terminate these Terms or a Customer account:

• for material breach;
• where continued provision of the Service would expose us to material legal or security risk;
• if Customer engages in serious abuse of the Service; or
• for convenience on at least 30 days' notice.

For a prepaid committed subscription terminated by us solely for convenience, we will refund prepaid fees attributable to the unused portion of the terminated term.

We may suspend or terminate immediately where reasonably necessary for security, unlawful activity, fraud or material misuse.

Following termination, Customer may request export of available Customer Data where reasonably practicable.

25. Deletion

Customers may request deletion of its personal information or Customer Data by contacting legal@vmgdigital.com.

We will process verified deletion requests in accordance with applicable law and our technical and legal obligations.

Some information may remain temporarily in backups, logs or security records until those systems are overwritten or no longer reasonably required.

We may retain information where reasonably necessary to:

• comply with law;
• resolve disputes;
• prevent fraud;
• enforce agreements;
• maintain accounting records;
• establish or defend legal claims; or
• protect the Service.

Deletion of Customer Data does not necessarily require deletion of independently obtained public or Third-Party Data concerning the same brand, advertisement or company.

26. Service Changes

We may modify the Service and its underlying third-party sources over time.

If we materially reduce core paid functionality during a fixed committed subscription term and do not provide reasonably equivalent functionality, Customer may contact us to discuss an appropriate remedy, including termination and a pro-rata refund where appropriate.

Ordinary changes, improvements, source substitutions and feature evolution do not create a termination right.

27. Service Levels

Unless an applicable order form expressly states otherwise, AddApex does not provide a contractual uptime or support-response SLA.

Enterprise or custom service commitments may be agreed separately.

28. Publicity

We will not use Customer's name or logo in public customer lists, case studies or promotional materials without Customer's permission.

29. Disclaimer of Warranties

To the maximum extent permitted by law, AddApex is provided "as is" and "as available."

We disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement to the extent they may lawfully be disclaimed.

We do not warrant that:

• the Service will be uninterrupted or error-free;
• Third-Party Data will be complete or continuously available;
• any particular platform or data source will remain accessible;
• Outputs will always be correct;
• recommendations will improve advertising performance; or
• AddApex will meet every Customer requirement.

Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded.

30. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential losses, including loss of profits, revenue, goodwill, opportunity or anticipated savings.

Except for liability that cannot lawfully be limited, each party's aggregate liability arising from or relating to these Terms will not exceed the fees paid or payable by Customer to AddApex during the twelve months immediately preceding the event giving rise to the claim.

The limitations above do not limit:

• Customer's payment obligations;
• either party's liability for fraud or wilful misconduct;
• liability that cannot lawfully be excluded or limited; or
• Customer's indemnification obligations under these Terms.

31. Indemnification

Customer will defend, indemnify and hold harmless VMG Digital and its personnel from third-party claims arising from:

• Customer Data supplied without sufficient rights or authority;
• Customer's unlawful downstream use of Third-Party Data;
• Customer advertising or other materials published by Customer;
• infringement arising from material supplied or created by Customer; or
• Customer's material violation of the Acceptable Use provisions.

We will provide reasonable notice of an indemnified claim and reasonable cooperation in its defence.

Any reciprocal intellectual-property indemnification by AddApex may be agreed in an enterprise order form.

32. Changes to These Terms

We may update these Terms from time to time.

If changes are material, we will provide reasonable notice through the Service, email or another appropriate means.

Changes take effect on the date identified in the updated Terms.

Material changes will not retrospectively reduce rights already accrued.

33. Governing Law

These Terms are governed by the laws of New Zealand, without regard to conflict-of-law principles.

The courts located in Auckland, New Zealand will have exclusive jurisdiction over disputes arising from or relating to these Terms, except where applicable law requires otherwise.

34. General

Neither party may assign these Terms without the other party’s consent, except in connection with a merger, acquisition, restructuring or sale of substantially all relevant assets.

We may use contractors and service providers to perform portions of the Service.

Neither party is liable for delay caused by circumstances outside its reasonable control.

If a provision is unenforceable, the remaining provisions remain effective.

Failure to enforce a provision is not a waiver.

These Terms, together with applicable order forms, the Privacy Policy, any Data Processing Addendum and documents expressly incorporated by reference, constitute the agreement governing Customer's use of AddApex.

35. Contact