Terms of Service
Last Updated: June 23, 2025
These Terms of Service (this "Agreement") govern your ("Client") purchase and use of the advertising and marketing services provided by Lofi Marketing LLC ("Company," "we," or "us") via meetlofi.com and related applications and services (collectively, the "Services"). By clicking "I ACCEPT," placing an order, or otherwise using the Services, Client agrees to be bound by this Agreement, including any Order Form and the Privacy Policy.
1. Definitions
"Ad Content." Any text, images, videos, or other materials that Client provides or approves for use in campaigns.
"Client Data." All data (including personal data) that Client uploads, submits, or collects via the Services.
"Order Form." The ordering document (online or written) that sets forth the Services, fees, Service Term, deliverables, and any special terms.
"Third-Party Services." Platforms or tools provided by Meta, Google, TikTok, etc., that are used by Company to run campaigns on Client's behalf.
2. Services; Support
2.1 Scope.
Company will provide the Services described in the Order Form, using commercially reasonable efforts.
2.2 Campaign Management.
Company will create, launch, monitor, and optimize advertising campaigns on Third-Party Services, in accordance with Client's budgets and goals.
2.3 Support.
Company will provide technical and account support as described in our standard support policy.
2.4 AI-Generated Creative & Output.
Certain Services may leverage AI-powered models (e.g., OpenAI, proprietary engines) to generate ad copy, images, or targeting recommendations ("Output"). Client retains all rights in its Inputs and the resulting Output. Client acknowledges that it is solely responsible for vetting such Output for accuracy, non-infringement, and compliance with all applicable laws and platform policies, and that Company disclaims any liability for errors, biases, or regulatory issues arising from AI-generated materials or from any Third-Party Service's own usage policies.
2.5 Platform Access & Limitations.
Client acknowledges that use of the Services may depend on continued access to APIs and integrations offered by Third-Party Services (e.g., Meta Ads API, Google Ads API). If any such access is limited, deprecated, or suspended, Company may not be able to provide full functionality, and shall not be liable for such limitations. Company will use commercially reasonable efforts to maintain functionality and provide notice of any material changes.
2.6 Beta Features & Experimental Tools.
From time to time, Company may offer beta features or experimental tools within the platform. These are provided "as-is" and may be modified or discontinued at any time without notice. Client acknowledges that beta features may be less stable or reliable and assumes full responsibility for their use.
3. Client Obligations
3.1 Approvals & Budgets.
Client is responsible for approving Ad Content, setting budgets, and authorizing spend on Third-Party Services.
3.2 Platform Policy & Regulatory Compliance.
Client acknowledges and agrees that it is solely responsible for ensuring all Ad Content and campaign settings comply with (a) the terms, policies, specifications and guidelines of any Third-Party Services used in connection with the Services, and (b) all applicable laws and regulations governing advertising (including, without limitation, FTC, CAN-SPAM, CCPA/CPRA, GDPR, and other consumer-protection, privacy, or competition rules). Company assumes no responsibility and shall have no liability for any fines, sanctions, suspensions, account bans, or other adverse consequences resulting from Client's failure to comply.
3.3 Prohibited Content & Industries.
Client will not direct Company to create or run campaigns for any content or industries that violate platform policies or applicable law, including (but not limited to) adult content, tobacco, weapons, unapproved pharmaceuticals, get-rich-quick schemes, hate speech, or deceptive practices. Company may immediately refuse or suspend Services if it reasonably believes Client's Ad Content or industry falls within a prohibited category.
3.4 Account Access & Security.
Client must grant Company necessary access to ad accounts and analytics, and is responsible for maintaining the security of its own hardware, software, credentials, and any Client Data.
3.5 Results Not Guaranteed.
Client understands that advertising results (including impressions, clicks, conversions, revenue, or ROI) may vary and cannot be guaranteed. Performance depends on a variety of factors outside Company's control, including market demand, competition, audience behavior, platform algorithms, and creative effectiveness.
4. Fees; Payment
4.1 Fees.
Client will pay the fees set forth in the Order Form. Third-Party ad spend is billed separately by each platform.
4.2 Invoicing & Payment Terms.
Invoices are due net 30 days. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
4.3 Taxes.
Client is responsible for all applicable taxes, duties, and surcharges, except for Company's income taxes.
4.4 Disputed Charges.
Any billing dispute must be raised within 60 days of the invoice date.
4.5 Subscription Model & Usage Fees.
Client's subscription fee covers access to the Lofi platform and core Services. Ad spend and any performance-based fees (e.g., % of ad spend or revenue) are billed separately and outlined in the Order Form.
5. Term; Termination
5.1 Term.
The Initial Service Term is as set in the Order Form. Thereafter it renews automatically for successive terms of the same duration unless either party gives 30 days' prior written notice.
5.2 Termination for Cause.
Either party may terminate on 30 days' notice if the other materially breaches this Agreement and fails to cure. Company may terminate immediately for non-payment.
5.3 Effect of Termination.
All accrued fees through the termination date remain due. Sections on confidentiality, IP, indemnity, limitation of liability, and governing law survive.
5.4 Suspension for Cause.
Company reserves the right to suspend access to the Services if Client breaches this Agreement, including failure to pay fees, failure to maintain compliant content, or actions that harm Company's platform, reputation, or other customers.
6. Intellectual Property
6.1 Client Ownership.
Client retains all rights in Ad Content and Client Data.
6.2 License to Company.
Client grants Company a limited, non-exclusive license to use Ad Content and Client Data solely to perform the Services.
6.3 Company Materials.
Company retains all rights in its proprietary methodologies, systems, software, and materials used to deliver the Services.
7. Confidentiality
Each party agrees to protect the other's Confidential Information with at least the same care as it uses to protect its own. "Confidential Information" excludes information that is (i) publicly available, (ii) known prior to disclosure, (iii) rightfully obtained from a third party, or (iv) independently developed.
7.1 Data Use for Optimization.
Client agrees that anonymized, aggregate data collected via the Services may be used by Company to improve algorithms, targeting performance, and product features. Company will never share identifiable Client Data with third parties without consent.
8. Data Protection & Privacy
Company's Privacy Policy governs the collection and use of personal data. Company acts as a processor of Client Data under applicable data-protection laws (e.g., GDPR, CCPA). Both parties will comply with their respective obligations under those laws.
9. Warranties & Disclaimers
9.1 Limited Warranty.
Company warrants that Services will be performed in a professional manner consistent with industry standards.
9.2 Disclaimer.
EXCEPT AS SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
11. Indemnification
11.1 By Client.
Client will indemnify, defend, and hold harmless Company from any claims arising from Client's Ad Content, breach of this Agreement, or failure to comply with platform policies or laws.
11.2 By Company.
Company will indemnify Client against third-party claims that Company's proprietary Services infringe U.S. patents or copyrights, subject to Company's right to replace or modify the infringing element.
12. Force Majeure & Third-Party Changes
Neither party shall be liable for delays or failures due to events beyond its reasonable control, including acts of God, strikes, Internet outages, platform API deprecations, or policy changes by Third-Party Services. Company will use reasonable efforts to adapt to such events but shall not be responsible for Client's campaign disruptions or increased spend caused thereby.
13. Governing Law & Dispute Resolution
This Agreement shall be governed by the laws of the State of California without regard to conflict-of-law rules. Any dispute shall be resolved exclusively in the state or federal courts located in San Francisco County, California.
14. Miscellaneous
14.1 Assignment.
Client may not assign this Agreement without Company's prior written consent. Company may assign to an affiliate or successor.
14.2 Notices.
All notices must be in writing and sent to the addresses specified in the Order Form.
14.3 Publicity.
Client grants Company a non-exclusive, worldwide, royalty-free license to use Client's name, logo, and anonymized performance metrics in Company's marketing materials, case studies, and press releases, unless Client provides written objection.
14.4 Entire Agreement; Amendments.
This document, the Order Form, and the Privacy Policy constitute the entire agreement. Amendments must be in writing and signed by both parties.
14.5 Subcontractors.
Company may use subcontractors or independent contractors to perform portions of the Services. Company remains responsible for all subcontractor work and compliance with this Agreement.
15. AI Disclosures for Regulatory Purposes
Client acknowledges and agrees that certain outputs may be generated using artificial intelligence or machine-learning systems. It is the Client's responsibility to disclose the use of AI-generated content if required by platform policies or industry-specific advertising regulations.
16. Contact
If you have any questions, please contact us at:
Lofi Marketing LLC
Email: legal@meetlofi.com