Terms of Service

2.1 Acceptance and Clickwrap Agreement

By creating an account, clicking "I Agree," or accessing the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. We maintain electronic records capturing the date, time, and version of the Terms to which you assented at sign-up and at each subsequent acceptance. If you do not agree to these Terms, you must not access the Service and must discontinue any use immediately.

2.2 Modifications to These Terms

We may modify these Terms. For any material change, including any change to fees, plan structure, or the Monthly Credit Allowance, we will provide at least thirty (30) days' advance notice by email to your registered address and by in-app notice. The change takes effect on the stated effective date. You may cancel your subscription at any time before that date without incurring the modified fees, and continued use of the Service on or after the effective date constitutes acceptance. Non-material changes may take effect on posting. Prior versions of these Terms are archived and available on request.

2.3 Eligibility and Geographic Restrictions

The Service is offered solely to business professionals and entities operating in permitted jurisdictions, primarily the United States. You represent and warrant that you are at least eighteen (18) years of age, possess the legal capacity to enter into a binding contract, are not located in an embargoed jurisdiction, and are not identified on any U.S. restricted-party or sanctions list. The Service is not offered to, and is not intended for, data subjects located in the European Economic Area, the United Kingdom, or Switzerland.

2.4 Account Security

You are solely responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account, whether or not authorized by you. You must not share credentials or permit access by any person other than your authorized personnel. You must notify us immediately at support@passiv.app of any actual or suspected unauthorized access. We may suspend an account we reasonably believe to be compromised.

2.5 Ad Network Account Authorization

By connecting an Ad Network account to the Service, you represent and warrant that you own that account or hold valid, current, written authority from its owner to connect it to the Service and to permit the Company to take the actions described in Section 6. You authorize the Company to store and use the resulting access credentials and tokens on your behalf. You are responsible for maintaining each connected account in good standing and in compliance with the applicable Ad Network's terms.

If you connect an advertising account you do not own — including an account belonging to a client, employer, or other party you act for — you further represent and warrant that you have obtained that party's written authority to do so, that you have disclosed to them that a third-party platform will access and manage the account, and that you have bound them to obligations no less protective than those in Sections 5, 6, and 7 of these Terms. You are responsible to the Company for that party's acts and omissions as if they were your own.

3.1 Subscription Plans and Base Fees

Subscription plans are billed in advance on a recurring basis on the billing interval you select at purchase. Current plans and prices are as displayed in the Service at the time of purchase, and currently comprise:

• Monthly: $99.99 USD per month.
• Annual: $92.00 USD per month, billed as a single payment of $1,104.00 USD for a twelve (12) month term.

Both plans include the same Monthly Credit Allowance described in Section 3.2.

3.2 Credits and AI Features

Monthly Credit Allowance. Your subscription includes three hundred (300) Credits per Credit Period. Credits are made available at the start of each Credit Period and are consumed as you use AI Features.

Annual subscribers receive the same monthly allowance. If you are billed annually, Credits are still made available in monthly Credit Periods of three hundred (300) Credits each. You do not receive a twelve-month allowance in advance, and Credits do not accumulate across Credit Periods.

Credits do not roll over. At the start of each Credit Period your balance is reset to the Monthly Credit Allowance. Credits unused at the end of a Credit Period expire and are not carried forward, refunded, or credited. Your balance cannot exceed the Monthly Credit Allowance.

Credits are consumed per model call. Credits are consumed each time the Service invokes an artificial intelligence model on your behalf, as metered in the Service. Different models consume different numbers of Credits, and a single action may invoke more than one model call, in which case the total Credits consumed is the sum of those calls. Where an estimated Credit cost is displayed before an action, that figure is an estimate; the amount actually consumed reflects the model calls actually made.

Credits are consumed when a call is made, not when it succeeds. A model call consumes Credits at the time it is invoked. A call that fails, times out, is interrupted, or returns a result you consider unsatisfactory may still consume Credits, because the underlying model invocation has already been made and incurred cost. This is not a fee for a successful outcome; it is a measure of usage. If a call fails because of an error on our side, you may contact us at support@passiv.app and we may, at our discretion and as a matter of goodwill rather than obligation, restore the Credits consumed.

Automated and background features consume Credits. Some AI Features operate automatically, on a schedule, or in response to campaign conditions, without a specific instruction from you on each occasion. These include automated optimization, suggestion generation, and analysis performed while you are not using the Service. Model calls made by these features consume Credits from your balance in the same way as calls you initiate directly. You are responsible for monitoring your Credit consumption, which is recorded in your account.

Credits are not purchasable and have no cash value. Credits cannot be purchased separately, topped up, gifted, transferred, or exchanged. They have no cash or monetary value, are not stored value, are not property, and are not redeemable for cash or any other consideration under any circumstance, including on cancellation or termination.

What happens at zero. When your Credit balance is exhausted, AI Features are unavailable until the start of your next Credit Period.

Credits do not control advertising delivery. Credits meter your use of the Service's AI Features only. They do not gate, pause, limit, or otherwise affect advertising campaigns already deployed to an Ad Network. A campaign that is live will continue to run and continue to incur advertising spend regardless of your Credit balance. See Section 6.2.

Access requires an active subscription. AI Features are available only while your subscription is active. If your subscription lapses, is cancelled, or is suspended, any remaining Credit balance becomes unusable. No refund or credit is due in respect of it.

3.3 Changes to Fees, Plans, and Credits

We may change Base Fees, the Monthly Credit Allowance, the Credit cost of any AI Feature, plan structures, and the AI models available on a plan. A change to Base Fees or to the Monthly Credit Allowance is a material change and is subject to the thirty (30) day advance notice and cancellation right in Section 2.2. No fee change applies retroactively to a billing cycle already commenced, and no change to Base Fees applies to an annual term already paid for until that term renews.

3.4 Automatic Renewal and Payment Authorization

Your subscription renews automatically at the end of each billing term using the payment method on file until cancelled. Monthly plans renew monthly; annual plans renew for a further twelve (12) month term. You expressly authorize us to store your payment credentials and to charge the applicable Base Fee in advance without further authorization for each transaction. You will receive an emailed acknowledgment of your subscription containing the renewal terms, the fee, and instructions for cancellation. If you are on an annual plan, we will additionally send you a renewal reminder by email between fifteen (15) and forty-five (45) days before each renewal date, stating the renewal date, the amount to be charged, and how to cancel.

3.5 Cancellation

You may cancel at any time, effective immediately upon submission, directly through Account Settings in the web application. No advance notice period and no contact with support is required. Cancellation stops the next renewal; it does not end your current paid term.

If you are on a monthly plan, you retain access until the end of the current paid month.

If you are on an annual plan, you retain access until the end of the twelve (12) month term you have paid for. Annual terms are not prorated and cancelling mid-term does not entitle you to a refund of any part of the annual fee. Credits continue to be made available in monthly Credit Periods, and to expire at the end of each Credit Period, for the remainder of the term.

3.6 Refunds

Except as required by applicable law, all fees are non-refundable. We do not issue prorated refunds for partial billing cycles, for unused portions of an annual term, or for unused Credits.

3.7 Taxes

Fees are exclusive of all taxes. You are responsible for all sales, use, VAT, GST, and local or municipal taxes arising from your purchase, including the Chicago Personal Property Lease Transaction Tax where applicable, excluding only taxes based on the Company's net income. If we are required to collect a tax, it will be added to your invoice.

3.8 Late Payment, Chargebacks, and Collection

Past-due balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You agree to reimburse the Company for all reasonable costs of collection, including reasonable attorneys' fees, in any action or proceeding to recover amounts owed. A chargeback initiated against a validly incurred charge, without first pursuing the billing dispute process in Section 3.9, constitutes a material breach and may result in immediate suspension. The Company's right to recover collection costs and fees under this Section applies notwithstanding Section 12.3.

3.9 Billing Disputes

If you believe you have been billed in error, you must notify us at support@passiv.app within thirty (30) days of the invoice or charge date, identifying the disputed amount and the basis for the dispute. Charges not disputed within that period are deemed accepted. We will investigate in good faith and will not suspend your account for non- payment of an amount disputed in good faith under this Section while the dispute is pending.

4.1 Company Intellectual Property

The Service, including all software, the Pixel Gateway, algorithms, models, user interface and user experience design, trade secrets, documentation, and trademarks, is and remains the exclusive property of the Company and its licensors. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non- transferable, non-sublicensable license to access and use the Service for your internal business purposes during your active subscription. No rights are granted other than those expressly stated. All Company trademarks, names, and logos remain the property of the Company, and nothing in these Terms grants you any right to use them.

4.2 User Content and License to the Company

You retain ownership of your User Content. You grant the Company a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, transmit, reproduce, adapt, and process User Content solely to operate the Service and deploy campaigns on your behalf, and, separately and only to the extent set out in Section 4.7, for promotional purposes. The Company claims no other rights in User Content.

4.3 Your Representations Regarding User Content

You represent and warrant, with respect to all User Content, that:

• you own it or have secured all licenses, rights, consents, releases, and permissions necessary to use it and to authorize the Company to use it as described in these Terms;
• it does not infringe or misappropriate any copyright, trademark, patent, trade secret, moral right, right of privacy, or right of publicity of any third party;
• you hold valid model releases, talent releases, and music and stock media licenses covering every use contemplated by these Terms, including any promotional use you have not opted out of under Section 4.7, for the full duration of that use; and
• it complies with all applicable laws and with the policies of every Ad Network on which it is deployed.

To the maximum extent permitted by law, you waive, and agree not to assert, any moral rights or rights of attribution or integrity in User Content against the Company in connection with uses permitted by these Terms.

4.4 Service Data and Internal Operations

You grant the Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to access, retain, reproduce, and process Service Data for the purposes of operating, maintaining, monitoring, securing, and troubleshooting the Service; detecting and preventing fraud and abuse; verifying and administering billing; internal analytics and reporting; and developing, training, testing, and improving the Company's products, models, and algorithms. All models, algorithms, improvements, and other works developed by the Company using Service Data are and remain the exclusive property of the Company. This Section does not transfer ownership of Service Data itself, and does not limit Section 4.5.

4.5 Aggregated Data

The Company may create Aggregated Data from Service Data. Aggregated Data is and remains the exclusive property of the Company. The Company may use, retain, disclose, and publish Aggregated Data, including in industry benchmark reports and marketing materials, indefinitely and without restriction, attribution, accounting, or compensation to you. The Company will not publish Aggregated Data in any form that identifies you or your business, or that discloses your individual spend or revenue figures, without your prior written consent. This Section survives termination indefinitely.

4.6 Feedback

Any suggestion, bug report, feature request, or other feedback you provide becomes the sole property of the Company by assignment, or, if assignment is ineffective in any jurisdiction, by an irrevocable, perpetual, worldwide, royalty-free license to use it without restriction or compensation. This Section applies to all users.

4.7 Promotional Use and Opt-Out

Subject to your right to opt out, you grant the Company a non-exclusive, royalty-free license to display your business name, logo, and non-confidential campaign briefs and creative in marketing materials, case studies, and on the Company's website. You may opt out at any time by emailing support@passiv.app. An opt-out takes effect prospectively within thirty (30) days and does not require the Company to recall, alter, or destroy materials already printed, distributed, or published, or to remove your name from materials in circulation. This license terminates ninety (90) days after termination of your subscription except for materials already published.

5.1 Roles of the Parties

With respect to Personal Data transmitted through the Service or the Pixel Gateway, you are the controller and business, and the Company is the processor and service provider. The Company processes such Personal Data only on your documented instructions, only for the purposes of providing the Service, and as otherwise permitted by Sections 4.4 and 4.5. The Company does not sell or share Personal Data, and does not retain, use, or disclose Personal Data outside the direct business relationship with you except as permitted by applicable law. Where a data processing addendum has been executed between the parties, that addendum governs and prevails over this Section to the extent of any conflict.

5.2 Your Consent and Notice Warranties

You represent and warrant, on an ongoing basis, that with respect to all Personal Data you or your end users transmit through the Service or the Pixel Gateway, you have:

• provided all notices required by applicable law, including a clear and conspicuous privacy notice disclosing the use of advertising and measurement technologies and the transmission of data to Ad Networks;
• obtained all consents required by applicable law, including any consent required for cookies, pixels, and similar technologies, and implemented a mechanism to honor withdrawal of consent and applicable opt-out signals; and
• established and documented a valid lawful basis for the collection, transmission, and use of that data, including the transmission of hashed identifiers to Ad Networks for conversion measurement.

5.3 Prohibited Data

You must not transmit through the Service or the Pixel Gateway any protected health information subject to HIPAA, information subject to GLBA, financial account or payment card numbers, government-issued identifiers, biometric identifiers, precise geolocation, information revealing racial or ethnic origin, religious belief, sexual orientation, or union membership, or data of any individual you know or reasonably should know is under thirteen (13) years of age.

5.4 Your Privacy Policy

You must maintain, and keep current and publicly accessible, a privacy policy on every property on which the Pixel Gateway is deployed, disclosing the categories of data collected, the purposes of collection, the transmission of that data to third-party advertising platforms, and the rights available to individuals.

5.5 Subprocessors

The Company uses third-party subprocessors to provide the Service, including cloud hosting, database, caching, email delivery, payment processing, and artificial intelligence model providers. A current list of subprocessor categories is

available on request. The Company remains responsible for its subprocessors' performance of the obligations in this Section 5.

5.6 Security

The Company maintains administrative, technical, and organizational safeguards designed to protect Personal Data against unauthorized access, disclosure, alteration, and destruction, appropriate to the nature of the data and the size and resources of the Company. The Company does not represent that the Service is free from vulnerabilities. You are responsible for the security of your own systems, credentials, and Pixel Gateway deployment.

5.7 Security Incident Notification

The Company will notify you without undue delay after becoming aware of a confirmed unauthorized acquisition of Personal Data processed on your behalf, and will provide the information then reasonably available to it to assist you in meeting your own obligations. You remain responsible for determining whether an incident triggers a notification obligation under any law applicable to you, including the Illinois Personal Information Protection Act, and for making any notification that law requires. Nothing in this Section extends, shortens, or substitutes for any deadline imposed on you by law.

5.8 EEA and UK Data Subjects

You must not use the Service or the Pixel Gateway to collect, process, or transmit Personal Data of individuals located in the European Economic Area, the United Kingdom, or Switzerland. If your properties receive traffic from those regions, you must implement geographic controls preventing the Pixel Gateway from firing for those visitors. The Company has not appointed an EU or UK representative and does not offer the Service in respect of those data subjects.

6.1 Authorization for Automated Actions

You expressly appoint the Company as your limited agent for the sole and narrow purpose of accessing your connected Ad Network accounts to create, modify, launch, pause, reallocate budgets for, and terminate advertising campaigns on your behalf, without requiring your prior approval for each individual automated action. This appointment is strictly limited to the purpose stated above. It does not create a general agency, partnership, joint venture, employment, or fiduciary relationship between the parties, and the Company owes you no fiduciary duty, duty of loyalty, or duty of accounting arising from it. The Company acts as a software provider executing your configured instructions, not as an adviser or manager of your funds.

6.2 Ad Spend Allocation and Responsibility

The Company never holds, receives, transmits, or disburses your advertising funds. All advertising spend is charged directly to the payment methods you maintain with the Ad Networks, under your agreements with them.

You are solely responsible for setting and maintaining hard spend caps directly within your Ad Network accounts. Spend limits configured within the Service are non-authoritative convenience features and are not a control on which you may rely. Your Credit balance is not a spend control either: exhausting your Credits does not pause or limit any campaign already deployed to an Ad Network, as stated in Section 3.2. You are responsible for monitoring campaign activity and spend. The Company is not liable for advertising spend of any kind, including spend arising from automated optimization, budget reallocation, API latency or failure, misconfiguration, or software error.

6.3 Advertiser of Record and Claim Substantiation

You are the advertiser of record for every campaign deployed through the Service. You are solely responsible for reviewing, editing, and approving all creative copy, brief directives, audience selections, and targeting configurations

before publication. You represent and warrant that every objective claim in your advertising is truthful, not misleading, and substantiated by competent and reliable evidence in your possession prior to publication.

6.4 AI-Generated Output

Portions of the Service use artificial intelligence and machine learning. You acknowledge that AI-generated output (a) may contain errors, omissions, or fabricated statements and must be independently reviewed and verified by you before use; (b) is generated probabilistically and may not be unique, such that other users may receive similar or identical output; (c) may be processed by third-party model providers acting as subprocessors; and (d) may not be protectable by copyright, and the Company makes no representation that AI-generated output is protectable or free of third-party rights.

6.5 No Advertising Agency Relationship; No Professional Advice

The Company is a software provider. It is not an advertising agency, media buyer, broker, or fiduciary, and it does not provide legal, regulatory, tax, accounting, or professional marketing advice. Nothing produced by the Service constitutes such advice, and you should obtain independent professional advice appropriate to your circumstances.

7.1 Restricted Content Categories

You must not generate, upload, or deploy advertising content that promotes or relates to:

• illegal acts, illegal goods or services, or the evasion of law;
• deceptive schemes, fraud, "get rich quick" claims, or unsubstantiated earnings claims;
• infringement or misappropriation of any third-party intellectual property;
• adult, sexually explicit, or sexually suggestive material;
• hate speech, harassment, or the promotion of discrimination or violence against any individual or group;
• firearms, ammunition, explosives, or weapon accessories;
• tobacco, vaping products, nicotine products, or alcohol, except where expressly permitted by the applicable Ad Network and by law and where you hold all required licenses;
• gambling, sports betting, lotteries, or games of chance;
• prescription pharmaceuticals, controlled substances, or unapproved therapeutic claims;
• cannabis, CBD, or related products;
• dietary supplements, weight-loss products, or body-image claims, except where every claim is substantiated as required by Section 6.3;
• cryptocurrency, digital assets, initial coin offerings, or unregistered securities;
• multi-level marketing, network marketing, or business-opportunity offerings; and
• any category prohibited by the applicable Ad Network at the time of deployment.

7.2 Special Ad Categories and Regulated Verticals

If any campaign relates to a Special Ad Category, you must identify and declare it as such directly with the applicable Ad Network before that campaign is launched, using the Ad Network's own Special Ad Category declaration, and you must configure targeting in accordance with the restrictions that declaration imposes. Special Ad Category campaigns are subject to statutory non-discrimination requirements, including the Fair Housing Act and the Equal Credit Opportunity Act, as well as mandatory Ad Network targeting restrictions. You are solely responsible for compliance with all of them. The Service does not detect, classify, or declare Special Ad Categories on your behalf, and you must not rely on it to do so.

Failure to declare a Special Ad Category campaign is a material breach of these Terms. The Company may reject, pause, or terminate any campaign it identifies as falling within a Special Ad Category that you have not declared, may require documentation of your compliance, and may decline to serve any regulated vertical in its sole discretion. Entities subject to HIPAA or GLBA, and entities directing services to children under thirteen (13), must not use the Pixel Gateway, and must not deploy any campaign that transmits data prohibited by Section 5.3.

7.3 Acceptable Use

You must not: (a) reverse engineer, decompile, disassemble, or scrape the Service; (b) bypass or attempt to bypass rate limits, access controls, or security measures; (c) conduct penetration testing or vulnerability scanning without our prior written authorization; (d) sublicense, resell, rent, or provide access to the Service to any third party; (e) use the Service or its output to develop, train, or improve a competing product or model; (f) transmit malware or unauthorized automated traffic; (g) interfere with the integrity or performance of the Service; or (h) use the Service in violation of any applicable law or Ad Network policy.

7.4 Right to Monitor, Reject, Remove, and Pause

The Company may, but has no obligation to, monitor, review, pre-screen, flag, or filter User Content and campaigns, by automated means or manual review. If the Company determines in its reasonable discretion that User Content or a campaign violates these Terms, violates an Ad Network policy, or presents a legal, regulatory, or reputational risk to the Company, the Company may refuse to deploy it, remove it from the platform, pause or terminate the associated campaign, and require correction as a condition of continued service. The Company will notify you of any such action within a reasonable time. Exercise of these rights is not a waiver of any other remedy, and does not entitle you to a refund.

7.5 Ad Network Enforcement

If an Ad Network flags, restricts, suspends, or bans your advertising account, your business manager, or the Company's platform connection to your account as a result of your User Content or conduct, you bear sole responsibility. The Company has no liability for lost revenue, wasted ad spend, or operational disruption resulting from third-party enforcement action.

7.6 Copyright Complaints and DMCA

The Company responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Notices must include the elements required by 17 U.S.C. § 512(c)(3) and should be sent to our designated agent: Designated Agent: Evan Keegstra

Passiv Solutions LLC

3115 Tall Grass Drive, Naperville, IL 60564, United States

Email: legal@passiv.app

Telephone: (708) 665-5388

If you believe material was removed in error, you may submit a counter-notification containing the elements required by 17 U.S.C. § 512(g)(3). We terminate the accounts of repeat infringers in appropriate circumstances.

8.1 Confidentiality Obligation

You must hold Confidential Information in strict confidence, use it only for the purpose of using and evaluating the Service, and not disclose it to any third party. You must not publish, screenshot, record, live-stream, or publicly discuss any non-public aspect of the Service, including on social media, forums, or blogs, without our prior written consent. You must protect Confidential Information using at least the degree of care you use for your own confidential information, and in no event less than reasonable care.

8.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of yours; (b) was rightfully in your possession without restriction before disclosure by the Company; (c) is rightfully received by you from a third party without restriction and without breach of any obligation; or (d) is independently developed by you without use of or reference to Confidential Information.

8.3 Permitted Disclosures

You may disclose Confidential Information to your employees, contractors, and professional advisers who have a need to know it for the permitted purpose and who are bound by confidentiality obligations at least as protective as those in this Section. You remain responsible for their compliance. If you are compelled by law, regulation, or court order to disclose Confidential Information, you may do so provided you give the Company prompt written notice, to the extent legally permitted, and reasonable cooperation in seeking protective treatment.

8.4 Duration

Your confidentiality obligations continue for three (3) years from the date of disclosure, except that obligations with respect to information constituting a trade secret continue for as long as it remains a trade secret under applicable law. The Company may release you from these obligations, in whole or in part, only by written notice.

8.5 Return or Destruction

On termination of your access to the Service, or on the Company's written request, you must promptly return or destroy all Confidential Information in your possession and, on request, certify that you have done so.

8.6 Injunctive Relief

You acknowledge that unauthorized disclosure or use of Confidential Information would cause the Company irreparable harm for which monetary damages would be an inadequate remedy. The Company is therefore entitled to seek injunctive relief in accordance with Section 12.9, in addition to all other remedies available at law or in equity, without posting bond.

10.1 Service Provided "As Is"

The Service is provided "as is" and "as available," without warranty of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, or non- infringement. We do not warrant that the Service will be uninterrupted, timely, secure, or error-free. Support is provided on a commercially reasonable efforts basis by email during ordinary business hours. No service level agreement, uptime commitment, or response-time commitment applies unless separately agreed in writing.

10.2 No Guarantee of Performance or Ad Network Outcomes

We do not guarantee any advertising outcome, including impressions, clicks, conversions, cost per click, cost per acquisition, return on ad spend, ad placement, or approval of any advertisement by any Ad Network. We are not liable for Ad Network outages, algorithm or policy changes, API deprecation or rate limiting, rejection or removal of advertisements, or suspension of your accounts or of the Company's platform access by an Ad Network.

10.3 Data and Metric Accuracy

Performance metrics displayed in the Service are derived from Ad Network APIs and are subject to attribution delay, restatement, deduplication differences, and platform-specific measurement methodology. Metrics displayed in the Service may differ from those reported natively by an Ad Network, and may change after initial reporting. We do not warrant the accuracy, completeness, or timeliness of any metric. This Section does not affect the conclusiveness of API data for billing purposes under Section 3.2.

10.4 Exclusion of Consequential Damages

To the maximum extent permitted by law, the Company is not liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

10.5 Limitation of Liability

The Company's maximum cumulative liability arising out of or relating to these Terms or the Service, regardless of the form of action, is limited to the greater of (a) $500.00 USD or (b) the total Base Fees paid by you to the Company during the three (3) month period immediately preceding the event giving rise to the liability.

This limitation does not apply to liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by the Company's negligence, or to any liability that cannot be limited under applicable law. This limitation does not limit your payment obligations under Section 3, your indemnification obligations under Section 9, your confidentiality obligations under Section 8, or your liability for infringement of the Company's intellectual property.

10.6 Essential Purpose

The limitations in this Section apply even if a limited remedy is found to have failed of its essential purpose, and reflect an agreed allocation of risk that forms a basis of the bargain between the parties.

11.1 Term

These Terms take effect when you first accept them and remain in effect while you access the Service or maintain an account.

11.2 Suspension and Termination by the Company

We may suspend or terminate your account immediately for a material breach of these Terms, for conduct presenting a security risk to the Service or to other users, or at the direction of a law enforcement authority or an Ad Network. For non-payment, we will provide written notice and a ten (10) day period to cure before suspension or termination, except where the non-payment follows an unjustified chargeback under Section 3.8. Where the breach is curable and does not present an immediate risk, we will provide notice and a reasonable opportunity to cure.

11.3 Termination by You

You may terminate by cancelling under Section 3.5.

11.4 Operational Disconnection

On termination, campaign management features cease and the Company's access to your Ad Network accounts is disconnected. Campaigns may remain active in your Ad Network accounts after disconnection.

You are solely responsible for verifying the status of every campaign directly in your Ad Network dashboards following termination. The Company is not liable for advertising spend incurred after termination.

11.5 Data Export

For thirty (30) days following termination, you may request an export of your account data in a machine-readable format by emailing support@passiv.app. The Company will provide the data it is technically able to export.

11.6 Data Retention and Purging

Following termination, we delete your account details and User Content records from active production systems within thirty (30) days. Files you uploaded are held in private storage and are rendered permanently inaccessible on deletion: the records referencing them are removed and no access URL is issued again. The underlying stored file is not itself erased, because our hosting platform does not currently expose a file deletion interface to us. Copies may also persist after that date in encrypted backups until the applicable backup cycle expires, in caches until they expire, and in records we are required or permitted to retain by law, for tax purposes, or for the establishment or defense of legal claims. Aggregated Data and the models developed under Section 4.4 are not subject to deletion and remain the property of the Company. Deletion of your account does not require the Company to delete Aggregated Data, backup, archival, or cached copies pending expiry, or records retained for legal, tax, security, or fraud-prevention purposes.

11.7 Effect on Fees

Termination does not relieve you of the obligation to pay fees accrued before the effective date of termination. No refund is due on termination for cause, and no value attaches to any unused Credit balance.

12.1 Governing Law

These Terms are governed by the laws of the State of Illinois, without regard to its conflict of laws principles, and by the Federal Arbitration Act with respect to Section 12.3.

12.2 Informal Resolution

Before initiating formal proceedings, the parties must attempt to resolve the dispute informally, negotiating in good faith for at least thirty (30) days following written notice describing the dispute and the relief sought, sent to support@passiv.app or, if from the Company, to your registered email address.

12.3 Binding Individual Arbitration

Except as provided in Sections 12.5 and 12.9, any dispute not resolved informally must be settled by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in Will County, Illinois, before a single arbitrator. Each party bears its own costs and fees, subject to any statutory fee-shifting, to the arbitrator's authority to reallocate costs on a finding that a claim or defense was frivolous, and to the Company's right to recover collection costs under Section 3.8. The arbitrator's award is final and may be entered in any court of competent jurisdiction. The arbitration and its record are confidential except as necessary to enforce the award or as required by law.

12.4 Right to Opt Out of Arbitration

You may opt out of Section 12.3 and Section 12.6 by sending written notice to support@passiv.app within thirty (30) days of first accepting these Terms, stating your name, account email, and an unambiguous intent to opt out. Opting out does not affect any other provision of these Terms and will not affect your access to the Service.

12.5 Small Claims

Either party may bring an individual claim in small claims court in a court of competent jurisdiction if the claim qualifies and remains in that court.

12.6 Class Action Waiver and Blowup Provision

The parties will resolve claims solely on an individual basis. Neither party may bring a claim as a plaintiff or class member in any class, collective, consolidated, coordinated, private attorney general, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim, and only that claim, is severed from arbitration and must be brought in a court of competent jurisdiction in Will County, Illinois; all remaining individual claims proceed in arbitration.

12.7 Coordinated Filings

If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against the Company by or with the coordination of the same counsel or organization, the parties will cooperate with the AAA to administer them in batches of no more than fifty (50) demands, with a single arbitrator per batch and a single set of filing fees per batch. The limitations period is tolled for demands awaiting a batch.

12.8 Delegation

The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of these Terms, except that a court has exclusive authority to decide the enforceability of Section 12.6.

12.9 Injunctive Relief and Court Venue

Either party may seek preliminary or emergency injunctive relief in the state or federal courts located in Will County, Illinois, to protect confidentiality obligations under Section 8, intellectual property rights, or rights under Section 4. The parties consent to the personal jurisdiction and venue of those courts for that purpose and for any claim not subject to arbitration.

12.10 Jury Trial Waiver

If for any reason a dispute proceeds in court rather than arbitration, each party knowingly and irrevocably waives any right to a trial by jury.

12.11 Limitations Period

Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action accrues, or it is permanently barred, except where a longer period is required by law.

13.1 Survival

The following provisions survive termination or expiration of these Terms for any reason: Section 1 (Definitions), Section 3.2 (Credits, insofar as it governs expiry and absence of cash value), Sections 3.6 through 3.9 (Refunds, Taxes, Late Payment, Billing Disputes) and any accrued payment obligation, Section 4 (Intellectual Property, Licenses, and Data Rights), Section 5.2 and 5.3 (your data warranties and prohibited data), Section 6.2 and 6.3 (ad spend responsibility and advertiser of record), Section 7.5 (Ad Network enforcement), Section 8 (Confidentiality), Section 9 (Indemnification), Section 10 (Disclaimers and Limitation of Liability), Section 11.4 through 11.7 (post-termination obligations and data), Section 12 (Governing Law and Dispute Resolution), and this Section 13. Any other provision that by its nature should survive, survives.

13.2 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, employment, or general agency relationship, or any fiduciary duty, except for the strictly limited agency expressly granted in Section 6.1. Neither party may bind the other except as expressly stated.

13.3 Entire Agreement

These Terms, together with the Privacy Policy and any executed data processing addendum or order form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous proposals, statements, marketing materials, and understandings, whether written or oral. No statement made outside these documents forms part of the agreement or creates any warranty. In the event of conflict, an executed order form prevails, then any executed data processing addendum, then these Terms, then the Privacy Policy.

13.4 Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remainder of these Terms continues in full force. Section 12.6 governs the effect of an unenforceable class action waiver.

13.5 No Waiver

A failure or delay in enforcing any provision is not a waiver of that provision or of any other, and no single or partial exercise of a right precludes further exercise. A waiver is effective only if in writing and signed by the waiving party.

13.6 Assignment

You may not assign or transfer these Terms or any right under them, by operation of law or otherwise, without our prior written consent, and any attempted assignment without consent is void. The Company may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms bind and benefit the parties' permitted successors and assigns.

13.7 Force Majeure

Neither party is liable for any failure or delay in performance, other than a payment obligation, caused by an event beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor dispute, governmental action, epidemic, failure of the internet or of telecommunications, failure or discontinuation of a third- party service or Ad Network API, or denial of service attack.

13.8 Notices

Notices to you are deemed delivered when sent to the email address registered on your account, and you are responsible for maintaining a current and monitored address. Notices to the Company must be sent to

support@passiv.app and, for legal notices, to legal@passiv.app, and are deemed delivered on the business day after transmission.

13.9 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only. No third party, including any Ad Network or any party whose advertising account you have connected, has any right to enforce any provision.

13.10 Electronic Communications

You consent to receive communications from the Company electronically, and agree that electronic notices, agreements, and records satisfy any legal requirement that they be in writing. Consent to receive email does not extend to SMS, text, or other telephonic communications, which the Company will send only with your separate express written consent and which you may revoke at any time.

13.11 Headings and Interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." No rule of construction requiring interpretation against the drafter applies to these Terms.

13.12 Export and Sanctions Compliance

You represent that you are not located in, and will not access the Service from, an embargoed jurisdiction, and that you are not identified on any U.S. restricted-party or sanctions list. You must comply with all applicable export control and sanctions laws.

13.13 Contact

Passiv Solutions LLC — support@passiv.app · legal@passiv.app

Passiv Solutions LLC · support@passiv.app · legal@passiv.app