Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and UMedia2, Inc., a Delaware corporation doing business as Kaivo (“Kaivo,” “we,” “us,” or “our”), governing your access to and use of the Kaivo platform, website, and related services (collectively, the “Service”).

By creating an account, clicking “I agree,” or otherwise accessing the Service, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

2. Description of Service

Kaivo is an AI-powered advertising management platform that enables users to create, manage, publish, and optimize advertising campaigns across multiple third-party digital advertising platforms including but not limited to Meta (Facebook and Instagram), Google Ads, TikTok, YouTube, LinkedIn, Snapchat, Reddit, Spotify, X (Twitter), Microsoft Ads, and Roku/CTV (collectively, “Ad Platforms”).

The Service includes:

• AI-powered campaign creation, content generation, and creative optimization
• Multi-platform campaign publishing and management
• Performance reporting, analytics, and AI-generated insights
• Budget optimization and spend management tools
• Kaivo managed advertising accounts (available on applicable plans)
• Integration with third-party tools via MCP and API (available on applicable plans)

We reserve the right to modify, suspend, or discontinue any feature of the Service at any time with reasonable notice.

3. Eligibility

To use the Service you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding contract
• Not be prohibited from using the Service under applicable law
• If using on behalf of a business, have authority to bind that business to these Terms

By using the Service, you represent and warrant that you meet all eligibility requirements.

4. Account Registration

You must create an account to access the Service. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activity that occurs under your account

We reserve the right to suspend or terminate accounts that contain false or misleading information or that violate these Terms.

5. Subscription Plans & Billing

Plans

Kaivo offers multiple subscription tiers including a Free Forever plan and paid plans (currently “Growth” and “Enterprise”). Plan features, limitations, and pricing are described on our pricing page at getkaivo.com/pricing and are subject to change with notice.

Billing

Paid plans are billed on a recurring monthly basis. By subscribing to a paid plan, you authorize Kaivo to charge your payment method on file via our payment processor (Stripe) on a recurring basis until you cancel.

Ad Spend Percentage

In addition to any flat monthly fee, applicable plans include a percentage fee applied to your total monthly advertising spend processed through the Service. This percentage varies by plan and is clearly disclosed on our pricing page. You authorize Kaivo to calculate and invoice this amount based on reported ad spend data.

Free Trial

Where a free trial is offered, you will not be charged until the trial period ends. You may cancel at any time during the trial period to avoid charges. After the trial ends, your subscription will automatically convert to the paid plan unless cancelled.

Cancellation & Refunds

You may cancel your subscription at any time from your account dashboard. Cancellation takes effect at the end of the current billing period. We do not provide refunds for partial months. Ad credits purchased are non-refundable except where required by applicable law.

6. Ad Credits & Managed Accounts

Ad Credits

Certain plans allow you to purchase ad credits, which are applied toward advertising spend on third-party Ad Platforms. Ad credits are non-transferable, non-refundable, and have no cash value. Unused credits do not carry over if your account is terminated for cause.

Bonus Credits

Kaivo may offer bonus credits as promotional incentives (e.g., a 10% bonus on your first credit purchase). Bonus credits are subject to availability, may be withdrawn at any time for future purchases, and are governed by any additional terms communicated at the time of the promotion.

Kaivo Managed Ad Accounts

On the Free Forever plan, advertising is conducted through Kaivo’s managed advertising accounts on third-party platforms. You acknowledge that:

• Kaivo holds the account relationship with the Ad Platform, not you
• Ad spend is funded by your purchased credits
• Campaign data generated through managed accounts may be subject to Ad Platform data policies
• Kaivo may earn margin on ad spend processed through managed accounts

Connected Ad Accounts

On paid plans, you may connect your own Ad Platform accounts. You remain solely responsible for compliance with each Ad Platform’s terms of service, policies, and applicable advertising laws.

7. Acceptable Use

You agree not to use the Service to:

• Create or publish advertisements that are false, misleading, deceptive, or fraudulent
• Advertise illegal products, services, or activities
• Violate any applicable law, regulation, or third-party rights
• Circumvent or attempt to circumvent Ad Platform policies
• Upload malicious code, viruses, or harmful content
• Attempt to reverse engineer, decompile, or extract the source code of the Service
• Use automated means to scrape, crawl, or extract data from the Service
• Resell or sublicense access to the Service without our written consent
• Engage in any activity that could damage, disable, or impair the Service

Kaivo reserves the right to suspend or terminate your account immediately if you engage in prohibited conduct, without refund or liability.

8. Intellectual Property

Our Property

The Service, including all software, algorithms, AI models, designs, text, graphics, logos, and other content created by Kaivo, is owned by UMedia2, Inc. and protected by United States and international intellectual property laws. Nothing in these Terms grants you any right to our intellectual property.

Your Content

You retain ownership of all creative assets, brand materials, and content you upload to the Service (“Your Content”). By uploading Your Content, you grant Kaivo a limited, non-exclusive, royalty-free license to use, process, and display Your Content solely for the purpose of providing the Service to you.

AI-Generated Content

Content generated by Kaivo’s AI tools using your inputs and brand materials is provided to you for your use. You are responsible for reviewing AI-generated content before publishing and ensuring it complies with applicable laws and platform policies.

9. Privacy, Data & AI Training

Your use of the Service is subject to our Privacy Policy, available at getkaivo.com/privacy. By using the Service, you consent to our collection and use of data as described in the Privacy Policy.

You represent and warrant that you have obtained all necessary rights and consents to provide any personal data to Kaivo in connection with the Service, including audience data, customer lists, and pixel tracking data.

Use of Anonymized Data for AI Training

By using the Service, you grant Kaivo a perpetual, irrevocable, worldwide, royalty-free license to use anonymized, aggregated, and de-identified data derived from your use of the Service — including campaign performance data, audience signals, optimization outcomes, and platform metrics — for the purpose of training, improving, and developing Kaivo’s artificial intelligence models, algorithms, and machine learning systems (“AI Training Data”).

Kaivo will not use your personally identifiable information, your brand assets, your proprietary creative content, or data that could reasonably identify you or your customers as AI Training Data. All data used for this purpose will be anonymized and aggregated in accordance with our Privacy Policy and applicable law prior to use.

This license survives termination of your account. If you do not wish your anonymized data to be used for AI training purposes, you must notify us in writing at [email protected] prior to using the Service. Opting out of AI training data use does not affect your ability to use the Service but may limit certain personalized AI features over time.

10. Third-Party Platforms

The Service integrates with third-party Ad Platforms and tools. You acknowledge that:

• Kaivo does not control and is not responsible for the policies, actions, or availability of third-party Ad Platforms
• Ad Platforms may reject, suspend, or remove campaigns at their sole discretion
• You are responsible for complying with each Ad Platform’s terms of service and advertising policies
• Kaivo makes no guarantee that any campaign will be approved or achieve any particular result
• Third-party platform outages or policy changes may affect Service functionality, for which Kaivo is not liable

11. Disclaimers

Kaivo does not guarantee specific advertising performance, return on ad spend, or campaign results. AI-generated recommendations and insights are provided for informational purposes and do not constitute professional advertising, financial, or legal advice.

12. Limitation of Liability

Our total aggregate liability to you for any claims arising under these Terms shall not exceed the greater of (a) the total fees paid by you to Kaivo in the three (3) months preceding the claim, or (b) one hundred dollars ($100).

13. Indemnification

You agree to indemnify, defend, and hold harmless UMedia2, Inc. and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights, including Ad Platform policies
• Any advertising content you create or publish through the Service
• Any misrepresentation you make in connection with the Service

14. Termination

Either party may terminate these Terms at any time. You may terminate by cancelling your account. We may terminate or suspend your access immediately, without notice or liability, if you breach these Terms or engage in conduct we determine to be harmful to the Service or other users.

Upon termination, your right to access the Service ceases immediately. Sections 7, 8, 11, 12, 13, and 15 survive termination.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising under these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Delaware.

You waive any right to participate in a class action lawsuit or class-wide arbitration. Nothing in this section prevents either party from seeking injunctive or other equitable relief for breach of intellectual property obligations.

16. Changes to Terms

We may update these Terms from time to time. When we do, we will update the “Last Updated” date at the top of this page and, for material changes, notify you by email or in-app notice at least 14 days before the changes take effect. Your continued use of the Service after changes become effective constitutes your acceptance of the updated Terms.

17. Contact Us

If you have any questions about these Terms, please contact us at:

• Company: UMedia2, Inc. d/b/a Kaivo
• Email: [email protected]
• Website: getkaivo.com