Legal

Terms of Service

Last Updated: April 12, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between Factor42, Inc. ("Factor42," "we," "us," or "our") and the entity or individual ("Client," "you," or "your") accessing or using our ad operations and digital campaign fulfillment services. By executing a Statement of Work (SOW) or Service Order, or by accessing our services, you agree to be bound by these Terms.

1. Acceptance of Terms

These Terms apply to all clients and users of Factor42's services. If you are entering into these Terms on behalf of a company 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 our services.

2. Description of Services

Factor42 provides professional digital advertising operations services, including but not limited to:

• Ad Trafficking: Campaign setup, creative trafficking, and launch across DSPs, SSPs, and ad servers including Google Ads, DV360, Meta, TikTok, LinkedIn, Reddit, The Trade Desk, and other platforms
• Campaign Reporting: Consolidated cross-channel performance dashboards, pacing reports, and end-of-campaign wrap reports
• Campaign Optimization: Bid adjustments, audience refinement, creative rotation, and pacing management to achieve client KPIs
• Creative Management: Creative asset organization, QA, spec compliance review, and version control
• Workflow Automation: Automated alerts, billing reconciliation support, and reporting delivery

The specific scope of services, deliverables, timelines, and pricing for each engagement are defined in a mutually executed Statement of Work (SOW) or Service Order.

3. Account Access and Responsibilities

To receive services, Client may be required to grant Factor42 access to advertising platform accounts, data sources, and reporting tools. Client agrees to:

• Provide accurate and complete account credentials and access as required
• Maintain appropriate access controls and notify Factor42 immediately of any unauthorized access
• Ensure all creatives, landing pages, and campaign materials comply with applicable platform policies and laws
• Designate an authorized point of contact for campaign approvals and communications

4. Fees and Payment

4.1 Pricing Model

Factor42 charges based on a combination of a monthly management fee and a CPM (cost-per-thousand-impressions) rate, as specified in the applicable SOW. Pricing is negotiated per engagement and may vary based on scope, volume, and platform mix.

4.2 Invoicing and Payment Terms

• Invoices are issued monthly, based on the prior month's managed spend and impression volume
• Payment is due within thirty (30) days of invoice date (Net-30)
• Late payments accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower)
• Factor42 reserves the right to suspend services for accounts more than 30 days past due

4.3 Disputed Invoices

Client must notify Factor42 in writing of any disputed invoice within 15 days of receipt. Undisputed portions of invoices remain due by the original payment date.

5. Intellectual Property

• Client Materials: Client retains all ownership rights in ad creatives, brand assets, audience data, and campaign data provided to Factor42. Factor42 is granted a limited license to use these solely to deliver the services.
• Factor42 Materials: Factor42 retains all rights in its proprietary processes, methodologies, templates, tools, dashboards, and platform infrastructure. Nothing in these Terms transfers ownership of Factor42 intellectual property to Client.
• Work Product: Reports, campaign configurations, and deliverables created specifically for Client under an SOW are owned by Client upon full payment of applicable fees.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other's non-public business information disclosed in connection with the services ("Confidential Information"), using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care). Confidential Information does not include information that is publicly known, independently developed, or received from a third party without restriction. Obligations of confidentiality survive termination of these Terms for a period of three (3) years.

7. Data Processing

To the extent Factor42 processes personal data on behalf of Client in connection with campaign delivery, Factor42 acts as a data processor and Client acts as the data controller. The parties agree to execute a Data Processing Agreement (DPA) where required by applicable law (including GDPR). Factor42 shall process such data only in accordance with Client's documented instructions and applicable law.

8. Representations and Warranties

Each party represents and warrants that: (a) it has full authority to enter into these Terms; (b) its performance will not violate applicable law or third-party rights. Client additionally warrants that all ad creatives, targeting parameters, and campaign content comply with applicable advertising platform policies, consumer protection laws, and industry standards including FTC guidelines on advertising disclosures.

9. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, FACTOR42 PROVIDES SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FACTOR42 DOES NOT GUARANTEE SPECIFIC CAMPAIGN PERFORMANCE OUTCOMES, IMPRESSION VOLUMES, OR CONVERSION RATES, AS THESE ARE SUBJECT TO PLATFORM ALGORITHMS, MARKET CONDITIONS, AND FACTORS OUTSIDE FACTOR42'S CONTROL.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FACTOR42'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO FACTOR42 IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless Factor42 and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Client's breach of these Terms; (b) Client's ad content or campaign materials; (c) Client's violation of any applicable law or third-party rights.

12. Term and Termination

• These Terms remain in effect for the duration of any active SOW or Service Order
• Either party may terminate the services relationship with thirty (30) days' prior written notice
• Factor42 may terminate immediately for Client's material breach, non-payment, or violation of applicable law
• Upon termination, Client shall pay all outstanding fees for services rendered through the termination date
• Sections on Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law survive termination

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

14. Dispute Resolution

Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in English in the State of Delaware. The arbitrator's award shall be final and binding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

15. General Provisions

• Entire Agreement: These Terms, together with any SOW or Service Order, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter herein
• Amendments: Factor42 may update these Terms with 30 days' written notice. Continued use of services after the effective date constitutes acceptance
• Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement
• Severability: If any provision is found unenforceable, the remaining provisions remain in full effect
• Assignment: Client may not assign these Terms without Factor42's prior written consent. Factor42 may assign these Terms in connection with a merger or acquisition
• Notices: Legal notices must be in writing and sent to legal@factor42media.com