Adigy Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Adigy (formerly known as Adsology) services ("Services") provided by HLS Group LLC ("Adigy", "we", "us", or "our"), a Wyoming limited liability company.

By (1) clicking a box indicating acceptance, (2) accessing or using Adigy's Services, (3) creating or accessing an account on Adigy's website or app, or (4) executing an Order Form, you accept and agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term "you" or "Customer" shall refer to such entity and its affiliates.

Adigy's direct competitors are prohibited from accessing or using the Services, except with Adigy's prior written consent. The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. DEFINITIONS

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

1.2 "Content" means information obtained by Adigy from publicly available sources or its third-party content providers and made available to Customer through the Services.

1.3 "Customer Data" means data and information provided or made available by Customer to Adigy through its use of the Services. For clarity, Customer Data does not include any Content.

1.4 "Documentation" means the description of the Services set forth in Schedule A to these Terms.

1.5 "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs, and Trojan horses.

1.6 "Order Form" means any order form entered into by Customer and Adigy that incorporates these Terms.

1.7 "Platform" means any third-party advertising platform integrated with the Services, including but not limited to Amazon Advertising.

1.8 "Purchased Services" means the particular Services purchased by Customer or its Affiliates pursuant to an Order Form.

1.9 "Services" means the advertising management features and functionalities enabled by the Adigy software provided by Adigy and its Affiliates, including updates and upgrades thereto. The Services manage Customer's advertising campaigns on Platforms by creating and structuring campaigns, adjusting keyword and target bids, adding negative keywords, and performing related optimisation activities as described in the Documentation. The Services do not include financial advisory, profitability analysis, or custom data exports.

1.10 "Subscription Term" means the term set forth in an Order Form.

1.11 "User" means Customer, or any individual authorized by Customer, to access or use the Services.

2. PROVISION OF SERVICES

2.1 License Grant. Adigy grants you a limited, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license, during the Subscription Term, to access and use the Services for your internal business purposes solely in the manner permitted by these Terms.

2.2 Provision of Purchased Services. During the Subscription Term, Adigy will:

(A) make the Purchased Services and Content available to Customer pursuant to these Terms;

(B) provide standard support for Purchased Services to Customer at no additional charge;

(C) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for planned downtime and circumstances beyond Adigy's reasonable control.

3. USE OF SERVICES AND CONTENT

3.1 Customer Responsibilities. Customer will (a) be responsible for Users' compliance with these Terms, (b) be responsible for the accuracy, quality and legality of Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Adigy promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with these Terms and applicable laws and government regulations.

3.2 Usage Restrictions. Customer agrees that it will not:

(A) make any Services or Content available to anyone other than Customer or Users, or use any Services or Content for the benefit of anyone other than Customer or its Affiliates;

(B) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or Content;

(C) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(D) use the Services to store or transmit Malicious Code;

(E) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein;

(F) attempt to gain unauthorized access to any Services or Content or their related systems or networks;

(G) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit;

(H) copy the Services or any part, feature, function or user interface thereof;

(I) copy Content except as permitted herein or in an Order Form;

(J) frame or mirror any part of any Services or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes;

(K) access any Services or Content in order to build a competitive product or service; or

(L) reverse engineer any Services (to the extent such restriction is permitted by law).

3.3 Third-Party Platforms. The Services integrate with and depend upon Platforms. Adigy is not responsible for any changes to Platform APIs, algorithms, policies, auction mechanics, reporting, attribution methods, or availability. Customer acknowledges that Platform changes may affect Service functionality and advertising outcomes, and that such changes do not constitute a breach of this Agreement. All campaign and performance data generated on a Platform remains accessible to Customer directly through that Platform's native reporting tools.

3.4 Customer Advertising Responsibilities. Customer is solely responsible for all products, listings, pricing, and content advertised through the Services. Customer shall ensure that all advertised products and listings comply with applicable laws, Platform policies, and third-party rights. Adigy does not review, approve, or assume liability for the legality, accuracy, or quality of Customer's products or advertising content.

4. FEES AND PAYMENT

4.1 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.

4.2 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Adigy and notifying Adigy of any changes to such information.

4.3 Overdue Charges. If any invoiced amount is not received by Adigy by the due date, then without limiting Adigy's rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

4.4 Suspension of Service. If any amount owing by Customer under this or any other agreement for Adigy's services is 30 or more days overdue, Adigy may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.

4.5 Taxes. Adigy's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.

5. PROPRIETARY RIGHTS AND LICENSES

5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Adigy, its Affiliates and its licensors reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.2 License by Customer to Host Customer Data. Customer grants Adigy, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data as necessary for Adigy to provide the Services in accordance with this Agreement.

5.3 License by Customer to Use Feedback. Customer grants to Adigy and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Adigy's or its Affiliates' services.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Adigy includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7.2 Adigy Warranties. Adigy warrants that during an applicable Subscription Term (a) this Agreement and the Order Forms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Adigy will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) Adigy will not materially decrease the overall functionality of the Services.

7.3 No Performance Guarantee. The Services manage Customer's advertising campaigns on third-party Platforms. Adigy does not guarantee any specific level of advertising performance, including but not limited to impressions, clicks, sales, revenue, return on ad spend, advertising cost of sale (ACOS), or profitability. Advertising outcomes depend on factors outside Adigy's control, including but not limited to product listing quality, pricing, royalty margins, format mix, market competition, Platform algorithm changes, seasonal demand, and consumer behaviour. Customer is solely responsible for evaluating whether advertising outcomes meet Customer's own profitability requirements.

7.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

8.3 Exceptions. The limitations in Sections 8.1 and 8.2 shall not apply to (a) either party's gross negligence or willful misconduct, (b) either party's breach of Section 6 (Confidentiality), or (c) Customer's payment obligations under Section 4.

9. TERM AND TERMINATION

9.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms hereunder have expired or have been terminated.

9.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term. Adigy will send Customer an email reminder of the upcoming renewal, including the renewal term, the amount to be charged, and instructions for cancellation, at least fifteen (15) days before the renewal date. Customer may cancel through the same method used to subscribe.

9.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

9.4 Refund or Payment upon Termination. Upon any termination for cause by Customer under Section 9.3, Adigy will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Adigy, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to us for the period prior to the effective date of termination. For the avoidance of doubt, Section 9.4 applies only to termination for cause under Section 9.3 and does not entitle Customer to any refund upon voluntary cancellation or non-renewal.

9.5 Surviving Provisions. Sections 4 (Fees and Payment), 5 (Proprietary Rights and Licenses), 6 (Confidentiality), 7.3 (No Performance Guarantee), 7.4 (Disclaimers), 8 (Limitation of Liability), 9.4 (Refund or Payment upon Termination), 9.5 (Surviving Provisions), 10 (Indemnification), and 11 (General Provisions) shall survive any expiration or termination of this Agreement.

10. INDEMNIFICATION

10.1 Customer Indemnification. Customer shall defend, indemnify and hold harmless Adigy, its Affiliates, and their respective officers, directors, employees and agents from and against any third-party claim, demand, loss, damage, cost or liability (including reasonable attorneys' fees) arising out of or relating to (a) Customer's breach of this Agreement, (b) Customer's products, listings, pricing, or advertising content, (c) Customer's use of the Services in violation of applicable law or Platform policies, or (d) any dispute between Customer and a third party relating to advertising outcomes.

10.2 Conditions. The indemnifying party's obligations are conditioned on the indemnified party (a) providing prompt written notice of the claim, (b) granting the indemnifying party sole control of the defence and settlement, and (c) providing reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defence at its own expense.

11. GENERAL PROVISIONS

11.1 Export Compliance. The Services, Content, other Adigy technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions.

11.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.

11.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Adigy and Customer regarding Customer's use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed or electronically accepted by both parties.

11.4 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of Wyoming, without regard to its conflicts of laws rules.

11.5 Dispute Resolution. Before initiating any legal proceeding arising out of or relating to this Agreement, the complaining party must provide written notice to the other party describing the dispute in reasonable detail and allow thirty (30) days for the parties to attempt resolution in good faith. If the dispute remains unresolved after such period, it shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, conducted in Cheyenne, Wyoming. The arbitrator shall have jurisdiction only over disputes arising out of the use, payment, or provision of the Services. The arbitrator's decision shall be final and binding. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise. Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction where necessary to prevent irreparable harm.

11.6 Class Action Waiver. All disputes arising out of or relating to this Agreement must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

11.7 Limitation Period. Any claim arising out of or relating to this Agreement must be brought within twelve (12) months after the cause of action accrues, regardless of any longer statute of limitations that may otherwise apply.

11.8 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government actions, power failure, internet or telecommunications outage, or Platform outages or changes.

11.9 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. If the invalid provision can be modified to be enforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

11.10 Notices. All notices under this Agreement shall be in writing and sent to the email address associated with the Customer's account or, in the case of notices to Adigy, to support@adigy.ai. Notices are deemed received on the day sent if delivered by email during business hours, or the next business day otherwise.

11.11 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).

11.12 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

SCHEDULE A: DOCUMENTATION

The Services provide automated advertising management on supported third-party advertising Platforms. The following describes the scope of the Services:

**What the Services do, including but not limited to:**

- Create and structure advertising campaigns

- Adjust individual keyword and target bids

- Add negative keywords and negative targets

- Monitor campaign performance data

- Reduce bids to minimum levels rather than pausing campaigns

**What the Services do not do, including but not limited to:**

- Guarantee advertising performance, sales, or profitability

- Provide financial advisory or profitability analysis

- Adjust campaign-level daily budgets

- Provide custom data exports

- Guarantee impressions, clicks, or sales on any campaign, keyword, or target

**Factors outside Adigy's control, including but not limited to:**

- Product listing quality, pricing, and conversion rate

- Royalty margins and format mix

- Platform algorithm and policy changes

- Competitor activity and market conditions

- Seasonal demand

- Platform account eligibility and product suppression

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By using Adigy's services, you acknowledge that you have read these Terms of Service, understood them, and agree to be bound by them. If you do not agree to these Terms of Service, you are not authorized to use the Service. We reserve the right to change these Terms of Service from time to time, so please review them frequently.