Legal

Super Bad Ads Terms of Use

Effective: April 26, 2025. Last updated: July 10, 2026. PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SERVICES PROVIDED BY SUPER BAD ADS, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES. These Terms of Use ("Terms") apply to your access to and use of the digital marketing services (the "Services") provided by Super Bad Ads ("Super Bad Ads," "we," "us," or "our"). These Terms do not alter in any way the terms or conditions of any other agreement you may have with Super Bad Ads for products, services, or otherwise.

1. Definitions

The following definitions apply throughout these Terms:

  • "Client," "you," "your": Refers to the individual or entity engaging Super Bad Ads for Services.
  • "Services": Refers to the digital marketing services provided by Super Bad Ads, such as paid advertising campaign management (Meta, Google Ads, TikTok), analytics services (Google Analytics, Hotjar), reporting, strategy, and other related services as detailed in applicable SOWs.
  • "SOW" (Statement of Work): A separate document executed by both parties describing the specific Services, deliverables, timelines, fees, and objectives for a particular client engagement, which incorporates these Terms by reference.
  • "Client Content": All data, text, images, logos, trademarks, service marks, and other materials provided by Client to Super Bad Ads for use in connection with the Services.
  • "Deliverables": The specific outputs created by Super Bad Ads for the Client as part of the Services, as defined in the applicable SOW (e.g., campaign reports, ad creatives).
  • "Intellectual Property": Includes copyrights, patents, trademarks, trade secrets, and other proprietary rights.
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2. Scope of Services

Super Bad Ads agrees to provide the digital marketing Services to Client as described in one or more mutually agreed-upon SOWs. Each SOW will detail the specific scope, deliverables, fees, and other relevant terms for that engagement and will be governed by these Terms.

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3. Client Obligations

Client agrees to:

  • a. Provide Super Bad Ads with timely access to necessary information, data, Client Content, brand assets, and required platforms (e.g., ad accounts, analytics accounts).
  • b. Provide timely feedback and approvals as required for Super Bad Ads to perform the Services.
  • c. Ensure that all Client Content provided is accurate, complete, and that Client owns or has obtained all necessary rights, licenses, and permissions for its use in connection with the Services.
  • d. Comply with all applicable laws and regulations related to its business, products, services, and the use of the Services.
  • e. Be solely responsible for the substantive content of its advertisements and website.
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4. Payment Terms

The following payment terms apply:

  • a. Fees: Client agrees to pay Super Bad Ads the fees for the Services as set forth in the applicable SOW. Fees may include retainers, project fees, hourly rates, or other structures as agreed.
  • b. Ad Spend: Unless otherwise specified in the SOW, Client is responsible for paying all third-party advertising platform costs (e.g., Meta, Google Ads, TikTok ad spend) directly or reimbursing Super Bad Ads if managed through agency accounts. Ad spend paid to platforms is non-refundable.
  • c. Invoicing & Payment: Invoices will be submitted according to the schedule in the SOW (e.g., monthly in advance). Payment is due within the timeframe specified on the invoice (e.g., Net 15 or Net 30 days).
  • d. Late Payments: Late payments may incur interest at a rate specified in the SOW or the maximum rate permitted by law. Super Bad Ads reserves the right to suspend Services for non-payment.
  • e. Taxes: Fees do not include applicable taxes, which are the responsibility of the Client.
  • f. Non-Refundable Fees: Setup fees and fees for services rendered are generally non-refundable.
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5. Intellectual Property Rights

The following provisions govern intellectual property:

  • a. Super Bad Ads IP: Super Bad Ads retains all right, title, and interest in and to its pre-existing Intellectual Property, including its methodologies, software, tools, processes, templates, know-how, and any IP developed independently of the Services provided under an SOW ("Agency IP").
  • b. Client IP: Client retains all right, title, and interest in and to its pre-existing Intellectual Property, including Client Content (trademarks, logos, brand assets). Client grants Super Bad Ads a limited, non-exclusive, royalty-free license to use Client IP solely as necessary to perform the Services during the term of the applicable SOW.
  • c. Deliverables: Upon full and final payment of all fees due under the applicable SOW, Super Bad Ads grants Client ownership of the final, approved Deliverables specifically created for Client under that SOW (e.g., custom ad creatives, final reports). Super Bad Ads retains ownership of all draft, interim, or unapproved materials. Notwithstanding the foregoing, Super Bad Ads retains ownership of the underlying Agency IP used to create the Deliverables.
  • d. Portfolio Rights: Super Bad Ads retains the right to use non-confidential elements of the Deliverables and a general description of the Services performed for its portfolio and marketing purposes, unless otherwise agreed in writing.
  • e. Client Content Warranty: Client warrants that Client Content does not infringe upon the Intellectual Property rights or any other rights of any third party, and Client has secured all necessary permissions for its use.
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6. Confidentiality

Each party (the "Receiving Party") agrees to keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is marked as confidential or reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not be used except as necessary to perform obligations under the SOW and these Terms, and shall not be disclosed to third parties without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations. Obligations of confidentiality do not apply to information that is publicly available, independently developed, or required to be disclosed by law. This obligation survives termination of the agreement.

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7. Data Processing

The processing of any personal data provided by Client to Super Bad Ads or collected by Super Bad Ads on behalf of Client in connection with the Services is subject to a separate Data Processing Agreement ("DPA") executed between the parties. The DPA is hereby incorporated by reference into these Terms and governs Super Bad Ads' role as a data processor or service provider for such data. Client is responsible for ensuring that any personal data provided to Super Bad Ads has been collected and provided in compliance with applicable data protection laws.

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8. Disclaimers of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SUPER BAD ADS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SUPER BAD ADS DOES NOT GUARANTEE ANY SPECIFIC RESULTS, OUTCOMES, SALES FIGURES, LEAD VOLUME, CONVERSION RATES, SEARCH ENGINE RANKINGS, RETURN ON AD SPEND, OR OTHER MARKETING PERFORMANCE METRICS FROM THE USE OF THE SERVICES. SUPER BAD ADS DISCLAIMS ANY RESPONSIBILITY FOR THE UNINTERRUPTED OPERATION, AVAILABILITY, POLICY CHANGES, ALGORITHM UPDATES, OR ACTIONS OF THIRD-PARTY PLATFORMS (INCLUDING META, GOOGLE ADS, TIKTOK, GOOGLE ANALYTICS, HOTJAR, HUBSPOT, ZAPIER, STRIPE).

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9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: a. IN NO EVENT SHALL SUPER BAD ADS, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF SUPER BAD ADS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO SUPER BAD ADS UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. c. SUPER BAD ADS SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM CLIENT-PROVIDED CONTENT, CLIENT APPROVALS, ACTIONS TAKEN BASED ON CLIENT INSTRUCTIONS, OR FACTORS OUTSIDE SUPER BAD ADS' REASONABLE CONTROL, INCLUDING THIRD-PARTY PLATFORM FAILURES OR POLICY CHANGES. d. THE LIMITATIONS SET FORTH IN THIS SECTION 9 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF SUPER BAD ADS OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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10. Indemnification

Client agrees to indemnify, defend, and hold harmless Super Bad Ads, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Services (other than claims solely attributable to Super Bad Ads' gross negligence or willful misconduct); (b) Client Content, including any claim that Client Content infringes the intellectual property or other rights of a third party; (c) Client's products or services; or (d) Client's breach of these Terms or any applicable SOW or DPA.

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11. Term and Termination

The following provisions govern the term of the engagement and its termination:

  • a. Term: The term of the engagement will be specified in the applicable SOW. If no term is specified, the agreement will continue on a month-to-month basis until terminated by either party. Many SOWs may specify an initial term followed by auto-renewal on a month-to-month basis.
  • b. Termination for Convenience: Either party may terminate an ongoing month-to-month engagement or an SOW after its initial term by providing sixty (60) days written notice to the other party.
  • c. Termination for Cause: Either party may terminate these Terms and any related SOWs immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within thirty (30) days of receiving written notice thereof. Super Bad Ads may terminate immediately for non-payment.
  • d. Effect of Termination: Upon termination, Client shall pay all outstanding fees for Services rendered up to the effective date of termination. Provisions regarding Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Data Processing obligations related to return/deletion (as per the DPA) shall survive termination.
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12. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Travis County, Texas, and the parties irrevocably consent to the personal jurisdiction and venue therein.

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13. Miscellaneous

The following general provisions apply:

  • a. Entire Agreement: These Terms, together with any applicable SOWs and the DPA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
  • b. Amendments: No amendment or modification of these Terms or any SOW shall be effective unless in writing and signed by authorized representatives of both parties.
  • c. Notices: All notices required or permitted under these Terms shall be in writing and delivered to the addresses specified in the SOW or as otherwise designated by a party in writing. Email notice shall be sufficient.
  • d. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
  • e. Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials ("Force Majeure Event"). f. Relationship of Parties: Super Bad Ads is an independent contractor, and nothing in these Terms shall be construed as creating a partnership, joint venture, employment, or agency relationship between the parties.
  • g. Assignment: Client may not assign these Terms or any rights or obligations hereunder without the prior written consent of Super Bad Ads. Super Bad Ads may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. h. Waiver: No waiver of any breach of any provision of these Terms shall constitute a waiver of any subsequent breach of the same or any other provision.
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