1. Definitions and Interpretation
1.1. These Terms of Service (“Terms”) constitute a binding legal agreement between REZONO GROUP LIMITED, a company incorporated and existing under the laws of the Republic of Cyprus with its registered office at Themistokli Dervi, 41 Nicosia, Cyprus 1066 (hereinafter the “Agency”), and any individual or entity that engages the Agency for the purpose of receiving advertising services (hereinafter the “Client”). This Agreement applies globally and governs the cross-border provision of Services by the Agency to Clients operating in the European Union, the United States of America, and other jurisdictions, unless expressly superseded by a written master agreement executed by both Parties.PLEASE READ THESE TERMS, THE PRIVACY POLICY, COOKIE POLICY, AND ALL OF THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE SPECIAL CONDITIONS, BEFORE USING OUR SERVICES. BY CONTINUING TO ACCESS OR USE OUR SERVICES, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. We reserve the right to amend, remove, or add to these Terms and Conditions at any time. Please check the “Last modified” heading at the top of this document to see when the Terms and Conditions were last updated. Any changes to the Terms and Conditions will become effective when we post the revised Terms and Conditions. Your use of the Services, or your provision of personal information following any changes, means that you accept the updated Terms and Conditions. If, at any time, you do not wish to accept the Terms and Conditions, you may not use our Services. Any terms and conditions proposed by you which are in addition to, or which conflict with, these Terms and Conditions are expressly rejected by the Company and will have no force or effect.
1.2. The term “Services” refers to all activities provided by the Agency to the Client, including but not limited to: access to digital media placements and demand sources; facilitation of advertising accounts or business managers; moderation, deployment, and reporting of campaigns; creative asset production; and any other consultative or platform-related support activities provided directly or via third parties..
1.3. These Terms shall apply to all transactions and cooperation between the Parties, unless specifically superseded by a written and duly executed Master Service Agreement or Insertion Order.
1.4. References herein to "Platforms" include, but are not limited to, Meta, Google Ads, TikTok, Snapchat, and any other third-party platforms used in connection with the advertising Services provided.
2. Engagement and Performance of Services
2.1. The Agency shall provide the Services with commercially reasonable diligence and technical skill, adhering to prevailing professional standards. However, the Client acknowledges that all Services are rendered on an “as-is,” “as-available,” and “best-effort” basis, and that results may vary based on platform dynamics, regulatory changes, or third-party restrictions.
2.2. The Agency makes no representations, warranties, or guarantees, express or implied, regarding: (i) the availability, performance, or approval of ad content by platform providers; (ii) the continuity of advertising accounts or access mechanisms; and (iii) any specific campaign metrics, conversions, or performance outcomes.
2.3. No oral or written information provided by the Agency or its representatives shall be construed as a warranty or representation, unless specifically incorporated in writing in a signed agreement or insertion order.
2.4. The Client accepts and understands that platforms may change their terms, block accounts, or impose new restrictions at any time, and that the Agency disclaims liability for all such occurrences, including, without limitation, shadowbans, de-monetization, disapprovals, or unexplained rejections.
3. Client’s Obligations and Platform Compliance
3.1. The Client undertakes to ensure that all content, campaigns, business practices, and platform usage are fully compliant with:
i. applicable local, national, and international laws;
ii. advertising platform policies, community standards, and ad quality guidelines;
iii. data protection laws, including the GDPR, CCPA, and other privacy frameworks;
iv. all industry-specific restrictions (e.g., medical, financial, political content).
3.2. The Client shall not request or cause the Agency to deploy materials that are fraudulent, misleading, defamatory, infringing, or otherwise unlawful in any applicable jurisdiction.
3.3. The Agency reserves the right to suspend or reject campaigns which, in its sole discretion:
i. may violate applicable platform rules;
ii. may lead to account bans or traffic interruptions;
iii. pose reputational or regulatory risk to the Agency or its partners;
iv. conflict with international sanctions or legal obligations.
3.4. The Client shall fully indemnify, defend, and hold harmless the Agency from and against all third-party claims, damages, enforcement actions, regulatory fines, legal fees, or liabilities arising out of:
i. the Client’s breach of applicable laws or platform policies;
ii. misrepresentations in advertising content;
iii. Use of unauthorized data or materials.
4. Account Enforcement and Termination Rights
4.1. The Client acknowledges that advertising accounts and platform integrations are not under the operational control of the Agency, and that platforms may, at their discretion and without notice, impose:
i. temporary or permanent suspensions;
ii. account deactivation;disapproval of ad creatives;
iii. business manager restrictions or bans;
iv. removal of domain or app-level access.
4.2. The Agency shall not be responsible for any losses, business interruptions, reputational harm, or consequential damages arising from such platform enforcement actions, whether or not the Agency was involved in account setup or management.
4.3. The Agency retains the right to immediately suspend, disable, or terminate access to any account, dashboard, or service if:The Client is found to be in material breach of the platform policy.a third-party complaint or platform enforcement notice is received;a government or regulator issues a directive to that effect;There is reasonable suspicion of misuse, non-compliance, or fraud.
4.4. Any notice of copyright, trademark, or rights violation sent to the Agency (e.g., a takedown request or platform report) may be treated as cause for immediate campaign suspension without prior warning. The Client is solely responsible for ensuring that all submitted materials comply with IP and content ownership laws.
4.5. If such enforcement action occurs, the Client shall not be entitled to a refund or compensation for undelivered impressions, inactive campaigns, or blocked assets unless expressly agreed otherwise.
4.6. The Agency may require the Client to provide documentation of authorization, licensing, or consent (e.g., right to use personal data, use copyrighted content) upon request. Failure to do so may result in permanent disqualification from further service.
5. Deposit Retention and Policy Violation Reserve
5.1. In the event that any campaign, advertisement, account, or material associated with the Client causes or contributes to a violation of platform policies or legal regulations whether intentional or inadvertent the Agency shall be entitled to temporarily withhold up to thirty percent (30%) of any funds pre-paid or deposited by the Client (the “Retained Reserve”).
5.2. The Retained Reserve shall remain in place for a period of up to thirty (30) calendar days from the date the relevant breach or enforcement event was identified, or longer if required for resolution of related investigations, chargebacks, platform proceedings, or legal claims.
5.3. The Agency may apply the Retained Reserve toward:
i. platform-imposed penalties or reimbursement demands,
ii. fraud remediation or technical clean-up,
iii. third-party enforcement costs,
iv. regulatory disclosures or filings,
v. or other losses resulting directly or indirectly from Client-related breaches.
5.4. The Agency is under no obligation to refund any portion of the Retained Reserve in cases where there is demonstrable platform violation, regulatory intervention, or material risk to the Agency’s operational infrastructure or client base.
6. Temporary Credit and Overdraft Facility
6.1. The Agency may, at its sole discretion and based on prior payment history, extend the Client a temporary credit facility or allow an advertising overdraft defined as the continuation or initiation of campaigns before the full deposit is received.
6.2. Such facility shall only be granted pursuant to a written agreement or authenticated digital confirmation specifying:
i.the overdraft ceiling,
ii. the permitted time window,
iii. the repayment schedule and currency,
iv. and any interest, penalty, or collateral requirement.
6.3. The Agency reserves the right to revoke or reduce any outstanding overdraft balance at any time, and to immediately suspend Services or initiate collection proceedings if:
i. The agreed repayment terms are breached.
ii. The Client’s financial condition deteriorates;
iii. New compliance risks are identified,
iv. or the Client ceases operations or becomes insolvent.
6.4. Any overdraft is not to be interpreted as a credit facility in the financial or regulated sense and does not constitute a loan or financing under EU banking regulations.
7. Payment Terms and Late Payment, Interest, and Remedies
7.1. If any invoice issued by the Agency remains unpaid beyond its due date, the Client shall incur default interest at a rate of 0.25% per week unless otherwise agreed in writing.
7.2. The Agency shall have the right to:
i. suspend campaign access;
ii. retain assets, credentials, or performance data;
iii. Disable Client dashboards or accounts;
iv. and impose additional service reinstatement fees in case of persistent non-payment.
7.3. All costs incurred by the Agency in connection with the enforcement of overdue payments, including legal fees, debt collection charges, and administrative processing fees, shall be recoverable in full from the Client.
7.4. Partial payments made after default shall first be applied toward late fees, then accrued interest, and only then toward the principal debt.
8. Service Suspension, Disconnection, and Termination Rights
8.1. The Agency reserves the right, exercisable without prior notice, to suspend or terminate all active campaigns, user access, accounts, or data transfers if:
(a) The Client fails to make payment within five (3) calendar days of the due date;
(b) there is a material breach of these Terms or an Insertion Order (where applicable);
(с) The Agency receives notice from a platform operator or regulator requiring suspension;
(d) The Client submits content reasonably deemed fraudulent, defamatory, or unlawful.
8.2. Suspension or termination under this clause shall not relieve the Client from payment of any accrued or contractually owed fees, and shall not entitle the Client to compensation for any prepaid but undelivered services.
8.3. The Agency may reinstate services at its sole discretion, subject to pre-payment, provision of compliance documentation, or written assurance from the Client regarding future conduct.
9. Confidentiality and Data Handling
9.1. Both Parties agree to treat all non-public business, technical, strategic, financial, and legal information shared under or in connection with this Agreement as strictly confidential.
9.2. This includes (without limitation) ad account structures, platform credentials, proprietary optimization methods, campaign creatives, bidding logic, Client KPIs, and pricing structures.
9.3. Confidential information shall not be shared with third parties except:
i. to the extent required by law or court order;
ii. to professional advisors bound by confidentiality obligations;
iii. to subcontractors or affiliates under similar NDAs strictly for the performance of the Services.
9.4. The Agency may use anonymized, aggregated performance metrics (e.g. CTRs, CPA benchmarks, vertical insights) for internal reporting, academic studies, commercial whitepapers, and public presentations, provided no specific Client can be identified.
9.5. These confidentiality obligations shall survive the expiration or termination of this Agreement for a minimum of five (5) years, unless a longer period is required by law.
10. Intellectual Property Rights and Content Licensing
10.1. All materials created by the Agency, including ad creatives, code, copy, wireframes, performance dashboards, and strategic blueprints, shall remain the sole intellectual property of the Agency until fully paid for and released under a specific license.
10.2. Upon full payment, the Client is granted a limited, non-exclusive, revocable license to use the delivered materials strictly within the scope and purpose of the advertising campaigns for which they were developed.
10.3. The Client may not:
i. modify, reverse-engineer, or resell the materials;
ii. reuse the materials in a different context without the Agency’s written consent;
iii. claim authorship or copyright;
iv. or allow third parties to access or exploit the materials.
10.4. The Agency reserves the right to withdraw usage permissions in the event of non-payment, IP misuse, or breach of these Terms.
10.5. Any violation of this clause may trigger legal action, cease-and-desist enforcement, or takedown requests submitted to third-party platforms under copyright frameworks, including the EU Digital Services Act or US DMCA procedures.
11. Use of Client Assets and Responsibility for Provided Data, Accounts, and Digital Assets
11.1. In the event that the Client provides the Agency with access to ad accounts, domains, databases, brand assets, tracking tools (e.g. pixels, UTM schemes), or third-party licenses (“Client Resources”), the Client affirms and warrants that it has full legal authority to grant such access and use.
11.2. The Client is solely responsible for ensuring that the use of such resources does not infringe third-party rights, breach platform policies, or violate any applicable law in any relevant jurisdiction.
11.3. The Agency shall not be held liable for any unauthorized use, regulatory inquiry, IP claim, enforcement action, or contractual breach stemming from the use of Client Resources. The Client agrees to fully indemnify the Agency for any resulting liabilities.
11.4. Upon request, the Client shall provide supporting documentation (e.g. domain WHOIS record, license assignment, partner consent) to demonstrate ownership or valid authorization.
12. Non-Solicitation and Poaching Prohibition
12.1. The Client agrees that during the term of cooperation with the Agency and for a period of twelve (12) months following its termination, it shall not, directly or indirectly, solicit, approach, offer employment to, or engage (in any capacity) any current or former employee, consultant, or key contractor of the Agency.
12.2. This prohibition extends to individuals who had material involvement in the Client’s campaigns, accounts, or communication during the six (6) months preceding the termination of Services.
12.3. In case of breach, the Client shall pay to the Agency, as liquidated damages (and not as a penalty), an amount equal to six (6) months’ gross compensation of the individual so engaged, in addition to all legal costs incurred to enforce this clause.
13. Publicity and Use of Results
13.1. The Agency may, with prior written approval from the Client, feature anonymized references to the Client’s campaigns in marketing materials, case studies, white papers, or public presentations.
13.2. Any such reference shall exclude personally identifiable data, sensitive business strategies, or client branding unless otherwise agreed in writing.
13.3. The Client may revoke such consent at any time with written notice. Upon revocation, the Agency shall remove or cease new distribution of affected materials within a commercially reasonable timeframe.
14. Force Majeure and Platform Intervention
14.1. Neither Party shall be held liable for failure to perform or delay in performance of any obligation under this Agreement if such failure or delay is due to events beyond that Party’s reasonable control, including but not limited to: (i) war, riots, state-imposed restrictions; (ii) acts of God, pandemic or epidemic; (iv) cyberattacks or technical infrastructure collapse; (v) interruptions, changes, or restrictions imposed by advertising platforms; (vi) regulatory intervention or policy changes that materially affect campaign operations.
14.2. In the case of a Force Majeure event, the affected Party shall promptly notify the other and shall be excused from further performance for the duration of the event. If such an event continues beyond thirty (30) days, either Party may terminate the Agreement upon written notice.
14.3. The Agency shall not be responsible for any delay, suspension, or loss caused by platform-imposed outages, API limitations, algorithm changes, account audits, or forced ad system updates.
15. Limitation of Liability
15.1. To the maximum extent permitted under applicable law, the aggregate liability of the Agency for any claim, loss, or damage arising out of or relating to this Agreement—regardless of the cause of action—shall be limited to the total fees paid by the Client in the sixty (60) days immediately preceding the triggering event.
15.2. In no event shall the Agency be liable for:indirect, incidental, or consequential damages;business interruption, loss of profit, or reputational harm;claims arising from decisions made in reliance on advertising performance or recommendations;enforcement or penalty actions imposed by advertising platforms or authorities.
15.3. The Client acknowledges that the limitations of liability herein form a material basis of the bargain and have been factored into the pricing and risk allocation under this Agreement.
15.4. Prior to initiating legal action, the Parties shall make reasonable efforts to resolve disputes through good-faith negotiation for a minimum period of fifteen (15) business days from written notice of the dispute.
16. Governing Law and Jurisdiction
16.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to conflict of laws principles.
16.2. The courts of Nicosia, Cyprus, shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement, including its formation, performance, enforcement, or interpretation.
16.3. The Client acknowledges that Services may have transnational elements, and agrees to submit to the specified jurisdiction for any dispute, regardless of its country of incorporation or location of service delivery.
17. Dispute Resolution and Good-Faith Process
17.1. Before initiating legal action, either Party shall notify the other in writing of the dispute and allow a period of fifteen (15) business days for informal resolution via negotiation or escalation.
17.2. If the Parties are unable to reach an agreement within the good-faith resolution period, either Party may pursue formal legal remedies in accordance with Clause 16.
17.3. Nothing in this section shall prevent a Party from seeking interim injunctive relief or urgent court orders to prevent irreparable harm.
18. Notices and Communications
18.1. All notices, demands, or formal communications required under this Agreement shall be in writing and delivered to the contact details provided in the Insertion Order, or as updated by either Party via written notice.
18.2. Notices may be delivered:
- by personal service (deemed delivered upon receipt),
- by registered courier with proof of delivery,
- by email with read confirmation or delivery acknowledgment.
18.3. Operational notices (e.g., billing reminders, platform updates) may be sent via secure dashboard or authorized email address.
19. Severability
19.1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or competent authority, the remainder of this Agreement shall remain in full force and effect.
19.2. The Parties shall use their best efforts to substitute any invalid or unenforceable clause with a valid provision that reflects, as closely as possible, the original intent and economic effect of the clause.
20. Entire Agreement and Updates
20.1. The Terms, being this Agreement, together with any applicable Insertion Orders, Appendices, or Data Processing Agreements, constitute the entire agreement between the Parties and supersede all prior oral or written agreements relating to the subject matter herein.
20.2. The Agency reserves the right to update these Terms periodically. Any material change shall be communicated in writing or via the platform dashboard and shall become effective thirty (30) days after such notice.
20.3. Continued use of the Services by the Client after the effective date of the updated Terms shall constitute acceptance of the revised terms and conditions.