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Terms of Service for Mopac Software

Effective Date: November 17, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("the User," "you," or "Customer"), and Gauntlet AI ("Company," "we," "us," or "our"), concerning your access to and use of the Mopac Software application and related services (the "Service").

The Service provides a platform that connects to your designated third-party advertising accounts (such as Google Ads, Microsoft Advertising, etc.) via their respective APIs, allowing you to read, analyze, and update your advertising campaigns.

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE AND MUST DISCONTINUE USE IMMEDIATELY.

2. User Responsibilities and Representations

By using the Service, you represent and warrant that:

A. Advertising Account Authorization and Compliance

  • Authorization: You have the necessary authority and rights to grant the Service access to your third-party advertising accounts (e.g., Google Ads, Microsoft Advertising) via their respective APIs.
  • API Terms: You agree to strictly comply with all terms, conditions, and policies set forth by the third-party ad platforms, including, without limitation, the Google API Services User Data Policy, where applicable. You acknowledge that any failure to comply may result in suspension or termination of your ad accounts by the third parties, and we bear no responsibility for such outcomes.
  • Campaign Content: You are solely responsible for the content, targeting, legality, and compliance of all advertising campaigns, bids, budgets, and creative assets managed or updated using the Service. We merely execute the instructions you provide through the Service.

B. Accurate Information

You will provide true, accurate, current, and complete information regarding your billing and contact details as prompted by the Service's registration forms.

3. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GAUNTLET AI, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT YOU HAVE PAID TO US FOR THE SERVICE DURING THE IMMEDIATELY PRECEDING MONTH, OR (B) THE TOTAL AMOUNT YOU HAVE PAID TO US FOR THE SERVICE DURING THE CURRENT MONTH.

4. Term and Termination

A. Term

These Terms shall remain in full force and effect while you use the Service.

B. Termination by You

You may terminate these Terms at any time by sending written notice to us and ceasing all use of the Service. Termination will be effective at the end of your current subscription period, and you will not receive a refund for any prepaid fees, unless otherwise specified in our separate Billing Policy.

C. Termination by Us

We may terminate these Terms and suspend your access to the Service, effective immediately, for any reason, including without limitation:

  • Breach of Terms: If you materially breach any provision of these Terms, including but not limited to failing to make timely payments or violating Section 2 (User Responsibilities).
  • API Non-Compliance: If a third-party advertising platform (like Google Ads) requires us to terminate your access due to non-compliance with their respective terms or policies.
  • Discontinued Operations: If we cease to offer the Service.

D. Effect of Termination

Upon termination, all rights and licenses granted to you under these Terms will immediately cease. Any provision of these Terms that by its nature should survive termination, including, but not limited to, Sections 3 (Limitation of Liability), 5 (Indemnification), and 6 (Governing Law), shall remain in full force and effect. In the event of termination by us for reasons other than your breach, we may, at our sole discretion, refund a prorated portion of any prepaid subscription fees for the remainder of the unused term.

5. Indemnification

You agree to indemnify, defend, and hold harmless Gauntlet AI and our subsidiaries, affiliates, and our respective officers, agents, partners, and employees, from and against any and all loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:

  • Your Use of the Service: Your use of the Service in violation of these Terms or any applicable law or regulation.
  • Breach of Warranties: Your breach of any representation or warranty set forth in these Terms.
  • Third-Party Platform Claims: Any claim or action arising from or related to the content, legality, targeting, or performance of any advertising campaign managed or updated using the Service.
  • API Non-Compliance: Your failure to comply with the terms and policies of any third-party advertising platform (e.g., Google Ads, Microsoft Advertising) you connect to via the Service.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Gauntlet AI.

6. Governing Law and Dispute Resolution

A. Governing Law

These Terms and your use of the Service are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

B. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall first be submitted to good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to seek resolution through non-binding mediation in Austin, Texas, USA, utilizing a mutually agreed-upon mediator.

C. Binding Arbitration (If Applicable)

If negotiation and mediation fail to resolve the dispute, the parties agree that the dispute will be settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

  • The arbitration shall take place in Austin, Texas, USA.
  • The arbitration shall be conducted by a single, neutral arbitrator.

D. Exceptions to Arbitration

The parties agree that disputes related to the protection of intellectual property rights or claims for injunctive relief are not subject to the provisions concerning binding arbitration.

E. Venue

In the event that the arbitration provision is deemed invalid or inapplicable, the parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas for the resolution of any dispute.

7. Intellectual Property Rights

A. Our Property

The Service, including all proprietary software, databases, functionality, design, and all trademarks and logos (collectively, the "Company Content"), are owned or controlled by us and are protected by intellectual property laws. The Company Content is provided "AS IS" for your business use only. No part of the Service and no Company Content may be copied, reproduced, or exploited for any commercial purpose whatsoever without our express prior written permission.

B. User License

We grant you a non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes of managing your third-party advertising campaigns, subject to your compliance with these Terms.

C. Feedback and Data Use

You grant us a perpetual, irrevocable, royalty-free right to use, implement, and commercialize any feedback, suggestions, or ideas you provide regarding the Service ("Feedback"). We may also aggregate and anonymize your technical and usage data to improve the Service and for business analytics, provided the data cannot be reasonably linked back to you or any individual user.

8. General Provisions

A. Entire Agreement

These Terms constitute the entire agreement between you and us, superseding all prior agreements or communications relating to the subject matter herein.

B. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid.

C. Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

D. Assignment

We may assign any or all of our rights and obligations to others at any time. You may not assign your rights or obligations under these Terms without our prior written consent.

E. Electronic Communications

You consent to receive electronic communications, and you agree that all communications provided to you electronically satisfy any legal requirement that such communication be in writing.