Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the website located at cappio.ai (the "Site") and the services provided by Cappio Technologies Inc. ("Cappio," "we," "our," or "us"), including our acquisition infrastructure and AI-governed advertising optimization services (the "Services").

By accessing the Site, submitting information through our forms, or engaging our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use the Site or Services.

2. Description of Services

Cappio provides acquisition infrastructure — autonomous in-house growth systems that operate inside your advertising accounts. Our Services include, but are not limited to:

• AI-governed ad optimization: Continuous, autonomous optimization of advertising campaigns within your authorized accounts, governed by economic constraints and human oversight.
• Performance auditing: Read-only inspection and analysis of your existing advertising accounts to identify opportunities and inefficiencies.
• Campaign management: Strategic configuration, monitoring, and adjustment of advertising campaigns across supported platforms.
• Reporting and transparency: Ongoing performance reporting with full visibility into actions taken within your accounts.

Cappio is not a marketing agency. We provide infrastructure that internalizes your growth operations. Our systems operate with governed autonomy — AI executes within defined constraints, and human operators govern the process.

3. Account Access and Authorization

Granting Access

To deliver our Services, you must grant Cappio authorized access to your advertising platform accounts (e.g., Google Ads, Meta Ads). By granting access, you:

• Confirm that you are the rightful owner or authorized administrator of those accounts.
• Authorize Cappio to view, modify, and optimize campaigns, bidding strategies, budgets, and targeting within those accounts.
• Understand that our AI systems will make autonomous adjustments within the constraints and parameters you approve.

Account Ownership

Your advertising accounts remain your property at all times. Cappio does not claim ownership of your accounts, data, or creative assets. We operate as an authorized operator within your accounts — not as the account owner.

Revoking Access

You may revoke our access to your advertising accounts at any time through the respective platform's settings or by notifying us in writing. Revocation of access will result in immediate cessation of our optimization Services for those accounts.

4. AI-Governed Operations

Our Services utilize artificial intelligence systems that autonomously optimize advertising campaigns. By engaging our Services, you acknowledge and agree that:

• Autonomous execution: Our AI systems make real-time decisions regarding bidding, budget allocation, targeting, and campaign configuration without requiring your approval for each individual action.
• Governed constraints: All AI operations are bounded by economic constraints, performance thresholds, and governance rules. Human operators at Cappio monitor and govern these systems.
• Continuous operation: Our systems operate continuously, including outside of normal business hours, to optimize campaign performance in real time.
• Transparency: You will have visibility into all actions taken by our systems within your accounts. We do not hide operational decisions or performance outcomes.

While our AI systems are designed to improve advertising performance, they operate within the inherent uncertainties of digital advertising markets. See Section 8 for important disclaimers regarding performance outcomes.

5. Client Obligations

As a client of Cappio, you agree to:

• Provide accurate and complete information about your business, accounts, and advertising goals.
• Maintain valid payment methods and sufficient advertising budgets within your accounts.
• Comply with all applicable advertising platform policies and terms of service.
• Notify Cappio promptly of any changes to your accounts, business, or requirements that may affect our Services.
• Not interfere with or reverse optimizations made by our systems without first consulting with Cappio, as doing so may compromise campaign performance.
• Ensure that all advertising content, landing pages, and offers comply with applicable laws and regulations.

6. Intellectual Property

Cappio's Property

All systems, algorithms, methodologies, optimization frameworks, software, and proprietary processes used to deliver our Services are and remain the exclusive property of Cappio Technologies Inc. This includes our AI optimization engine, governance frameworks, and analytical tools. You are granted no license to, and may not copy, reverse-engineer, or derive works from, our proprietary systems.

Your Property

You retain full ownership of your advertising accounts, campaign data, creative assets, customer lists, and business information. Nothing in these Terms transfers ownership of your data or assets to Cappio.

Site Content

All content on the Site — including text, graphics, design, and layout — is the property of Cappio Technologies Inc. and is protected by copyright and other intellectual property laws. You may not reproduce, distribute, or create derivative works from Site content without our prior written consent.

7. Fees and Payment

Fees for our Services will be set forth in a separate service agreement or statement of work between you and Cappio. Unless otherwise specified in that agreement:

• Fees are due in accordance with the payment schedule in your service agreement.
• Late payments may result in suspension of Services.
• Fees are separate from any advertising spend in your accounts — you are responsible for maintaining sufficient budgets in your advertising platforms.

Specific pricing, billing cycles, and payment terms are governed by your individual service agreement with Cappio, not these Terms.

8. No Performance Guarantees

While our systems are designed to improve advertising performance, Cappio does not guarantee specific results. You acknowledge that:

• Advertising performance depends on many factors beyond Cappio's control, including market conditions, competition, platform algorithm changes, seasonality, and the quality of your products, services, and landing pages.
• Past performance is not indicative of future results.
• Our AI systems optimize within the constraints of the advertising platforms and the budgets you allocate. Results are bounded by these inputs.
• Cappio provides infrastructure and optimization — not guaranteed outcomes.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• CAPPIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF THE SITE OR SERVICES.
• CAPPIO'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CAPPIO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• CAPPIO SHALL NOT BE LIABLE FOR LOSSES RESULTING FROM: advertising platform outages or policy changes; changes in market conditions or competitive dynamics; your failure to maintain adequate advertising budgets; unauthorized modifications to campaigns by you or third parties.

10. Indemnification

You agree to indemnify, defend, and hold harmless Cappio Technologies Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Site or Services in violation of these Terms.
• Your violation of any applicable law or regulation.
• Your advertising content, landing pages, products, or services.
• Your breach of any representation or obligation under these Terms.
• Any dispute between you and a third party related to your advertising activities.

11. Termination

By You

You may terminate your use of the Services at any time by providing written notice to Cappio and revoking access to your advertising accounts. Termination does not relieve you of any payment obligations for Services already rendered.

By Cappio

Cappio may suspend or terminate your access to the Services if:

• You breach these Terms or your service agreement.
• You fail to make timely payments.
• Continuing Services would violate applicable law or advertising platform policies.
• Your account activity poses a risk to our systems or other clients.

Effect of Termination

Upon termination:

• Cappio will cease all optimization activities in your accounts.
• Your advertising accounts and data remain your property.
• Cappio will remove its access from your accounts within a reasonable timeframe.
• Sections 6 (Intellectual Property), 8 (No Performance Guarantees), 9 (Limitation of Liability), 10 (Indemnification), 12 (Confidentiality), and 13 (Governing Law) survive termination.

12. Confidentiality

Both parties agree to treat as confidential any non-public information disclosed by the other party in connection with the Services, including business strategies, account data, pricing, and proprietary methodologies.

Confidential information may not be disclosed to third parties without prior written consent, except as required by law or to service providers bound by confidentiality obligations.

Confidentiality obligations survive termination of these Terms for a period of two (2) years.

13. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the applicable state, without regard to its conflict of law principles.

Any disputes arising from or relating to these Terms or the Services shall be resolved as follows:

1. Informal resolution: The parties will attempt to resolve disputes through good-faith negotiation for a period of thirty (30) days.
2. Mediation: If informal resolution fails, the parties agree to non-binding mediation before pursuing other remedies.
3. Litigation: If mediation is unsuccessful, disputes shall be resolved in the appropriate state or federal courts, and both parties consent to the jurisdiction of those courts.

14. Modifications to Terms

Cappio reserves the right to modify these Terms at any time. When we make material changes, we will update the "Effective Date" at the top of this page and, where appropriate, provide notice through the Site or by email.

Your continued use of the Site or Services after changes are posted constitutes your acceptance of the revised Terms. If you do not agree with the revised Terms, you must discontinue your use of the Site and Services.

15. General Provisions

• Entire agreement: These Terms, together with any applicable service agreement, constitute the entire agreement between you and Cappio regarding the subject matter herein.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision or the right to enforce it in the future.
• Assignment: You may not assign your rights under these Terms without Cappio's prior written consent. Cappio may assign its rights and obligations without restriction.
• Force majeure: Cappio shall not be liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including natural disasters, internet outages, advertising platform disruptions, or government actions.

16. Contact Us

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

Cappio Technologies Inc.
Email: legal@cappio.ai