Terms of Service & Advertising Services Agreement

1. General Terms and Agreement Formation

1.1. These Terms of Service and Advertising Services Agreement (the "Agreement") govern the use of us.gotargetai.com and advertising and related services offered under the goTarget AI brand.

1.2. The service provider is Shnaider, LLC, a U.S. company operating under the brand goTarget AI, located at 169 Madison Ave, STE 15187, New York, NY 10016, USA (the "Provider").

1.3. The "Client" is a legal entity or a legally competent individual purchasing services to promote products, services, or a business.

1.4. This Agreement sets out the standard terms governing the services. The specific scope, fees, service period, advertising budget, and other commercial terms are established in a quotation, correspondence, order confirmation, or payment request (the "Order").

1.5. Payment of an Order constitutes full and unconditional acceptance of this Agreement. No separate signature is required unless applicable mandatory law or a separate written agreement requires otherwise.

1.6. The Client will have the opportunity to review this Agreement before payment. Electronic Order confirmations, correspondence, payment records, and the applicable Agreement version may serve as evidence of acceptance.

1.7. Where individually agreed Order terms conflict with this Agreement, the Order controls with respect to the specific scope, fees, advertising budget, and service period.

2. Services and Scope

2.1. The Provider offers consulting, organizational, advertising, and related services concerning advertising on ChatGPT/OpenAI and, if separately agreed, other advertising platforms.

2.2. Services may include:

• advertising readiness reviews and recommendations;
• advertising strategy and campaign planning;
• preparation of advertising copy, images, and other materials;
• account and campaign setup and launch;
• campaign management, monitoring, and optimization;
• analytics, conversion tracking, and landing-page work when included in the Order;
• campaign reporting and performance reviews.

2.3. The specific scope, promoted offering, target audience, geographic coverage, schedule, fees, advertising budget, reporting arrangements, and agreed evaluation criteria are specified in the Order.

2.4. Additional services, campaigns, creatives, landing pages, or work beyond the agreed scope require separate approval and may incur additional fees.

2.5. The Provider is an independent service provider and is not an official OpenAI partner or representative unless such status has been separately established.

3. Client Authorization and OpenAI Compliance

3.1. The Client authorizes the Provider to act on its behalf within the agreed scope, including creating and configuring campaigns, submitting advertisements, managing advertising accounts, using approved materials, and spending approved advertising budgets.

3.2. The Client expressly authorizes the Provider and OpenAI to perform actions necessary to review, prepare, place, display, deliver, and measure the Client's advertising campaigns.

3.3. The Client agrees to comply with the applicable OpenAI Advertising Terms and OpenAI Advertising Policies, including applicable updates.

3.4. The Client acknowledges that OpenAI may enforce the Client's obligations under the applicable OpenAI Advertising Terms and is an intended third-party beneficiary of those obligations to the extent permitted by law.

3.5. The Client represents that it has authority to act for the advertised business, that its activities are lawful, and that it holds all necessary licenses, registrations, permissions, and rights to the supplied materials.

3.6. The Provider may require identity, business, licensing, ownership, sanctions-compliance, or other verification information before commencing or continuing services.

4. Commencement and Performance

4.1. Work begins after receipt of payment and the information, materials, access, and approvals reasonably necessary to perform the Order.

4.2. The management period begins in accordance with the Order and the Provider's confirmation that the relevant services are ready to begin.

4.3. Delays caused by the Client's failure to provide required information, documents, approvals, or access may result in corresponding changes to delivery schedules. The Provider will notify the Client of material schedule changes.

4.4. Schedules may also change due to platform reviews, technical restrictions, or circumstances beyond the Provider's reasonable control.

4.5. The Provider may suspend work for nonpayment, missing information, insufficient authorization, or identified legal, sanctions, or advertising-policy risks, with notice to the Client.

4.6. The Provider will perform services professionally, in good faith, and within the agreed scope.

5. Service Fees, Payments, and Refunds

5.1. The Service Fee for the standard 30-day U.S. pilot is $299 in U.S. dollars, excluding advertising spend. The applicable fees and scope are confirmed in the Order before payment.

5.2. The Service Fee is payable in advance unless expressly agreed otherwise.

5.3. ALL SERVICE FEES ARE NON-REFUNDABLE.

To the maximum extent permitted by applicable law, paid Service Fees are not refundable, in whole or in part, including in cases of:

• cancellation, withdrawal, or early termination by the Client;
• changes in the Client's business decisions, plans, or circumstances;
• campaign rejection, restrictions, suspension, or lack of advertising delivery by the platform;
• failure to achieve expected impressions, clicks, leads, sales, revenue, or return on investment;
• unused portions of the service period or unused service opportunities;
• delays attributable to the Client or advertising-platform decisions.

5.4. The Service Fee compensates the Provider for professional services, preparation, reserved capacity, operational work, and ongoing management, rather than guaranteed advertising outcomes.

5.5. Mandatory-law exception: Nothing in this Agreement waives or restricts rights or remedies that cannot lawfully be waived or restricted.

5.6. Payments may be processed through Stripe or another agreed payment method. Fees for the U.S. pilot are quoted in U.S. dollars. Any applicable charges are presented or determined through the payment process before completion.

5.7. Applicable tax obligations and withholding requirements are governed by law and the parties' actual tax status.

6. Advertising Budget

6.1. Advertising spend is separate from and excluded from the Service Fee.

6.2. The approved media budget, applicable service period, and payment arrangement are specified in the Order.

6.3. Where agreed, the Client prepays the media budget to the Provider, and the Provider pays the advertising platform using its own payment card or another authorized payment instrument.

6.4. Alternatively, the parties may agree that the Client pays the advertising platform directly using its own advertising account and payment method.

6.5. The Provider will configure approved budget limits and take reasonable steps to monitor spending. The Provider will not intentionally exceed the approved budget without the Client's prior written approval.

6.6. Advertising-platform charges within the authorized budget and applicable bank fees and exchange-rate differences are the Client's responsibility. Delayed platform billing and other discrepancies are addressed based on actual platform records and the parties' respective responsibilities.

6.7. Unspent advertising budget is not part of the Service Fee. Where prepaid to the Provider, the available unused balance will be returned within ten business days after final reconciliation, the availability of final platform billing information, and confirmation of funds available for return.

6.8. The Provider will provide reasonable documentation of advertising spend and reconciliation. Refunds will be processed through the original payment method where technically possible.

7. Advertising Accounts and Client Materials

7.1. Account creation, ownership, and access arrangements depend on the agreed operating model and the advertising platform's requirements.

7.2. Where the Provider establishes and funds an account as an authorized intermediary, it may retain administrative control and access unless otherwise agreed in writing or required by platform rules.

7.3. Where the Client uses its own account, it will grant the Provider the necessary authorized access.

7.4. Accounts and permissions will be used only for the agreed services. Post-termination access and control depend on account ownership arrangements and platform rules.

7.5. The Client grants the Provider a non-exclusive, royalty-free, limited license to use and adapt supplied business names, trademarks, logos, photographs, videos, text, and other materials solely for the purpose of performing the Order.

7.6. Public portfolio use of the Client's materials requires separate Client consent.

8. Advertising Platform Limitations; No Guarantee

8.1. The advertising platform controls approval, rejection, restrictions, delivery, and discontinuation of advertisements.

8.2. The Provider does not control OpenAI's algorithms, moderation, review timelines, available features, inventory, or policy changes.

8.3. The Provider does not guarantee impressions, clicks, leads, sales, revenue, profit, or return on advertising spend.

8.4. Paid advertising on ChatGPT does not guarantee inclusion or improved brand positioning in organic ChatGPT responses.

8.5. The Client remains responsible for the accessibility and accuracy of its website, landing pages, advertised offerings, prices, products, contact information, and responses to potential customers.

8.6. If a campaign cannot launch or continue because of platform decisions, the Provider will notify the Client and propose available next steps within the agreed scope. Unused advertising funds are handled under Section 6.

9. Reporting and Acceptance of Services

9.1. Reporting frequency, format, and scope are established in the Order.

9.2. At the end of the agreed period, the Provider may deliver a final report and, where necessary, a service-completion document.

9.3. The Client may submit specific, reasoned written objections within five business days of receiving the final report.

9.4. In the absence of such objections, the reported services are deemed accepted to the extent permitted by applicable law.

9.5. Changes to the scope or additional services require written approval, including approval through email or another agreed electronic communication channel.

10. Intellectual Property

10.1. The Client retains ownership of its pre-existing materials and intellectual property.

10.2. The Provider retains ownership of its pre-existing templates, methodologies, tools, software, workflows, and internal materials.

10.3. Following full payment, the Client receives a non-exclusive, perpetual license to use final advertising materials specifically created for it under the Order to promote its business, subject to third-party rights and applicable tool terms.

10.4. Assignment of exclusive rights, delivery of source files, internal templates, or additional materials requires a separate written agreement.

10.5. Third-party materials and AI-assisted outputs remain subject to applicable rights and provider terms.

11. Confidentiality and Personal Data

11.1. Both parties will protect non-public business, financial, technical, and other confidential information obtained through the engagement, except as necessary to perform the Order or as required by law.

11.2. Each party will use reasonable safeguards to protect information, documentation, and access credentials.

11.3. The Client is responsible for the lawful collection and handling of its customers' and prospects' personal data, including required notices, consents, and other lawful grounds.

11.4. If services involve the Provider processing personal data on the Client's behalf, the parties will agree on the applicable processing arrangements before processing begins, including purposes, data categories, safeguards, retention, and relevant cross-border transfer obligations.

11.5. Processing of personal data collected through the goTarget AI website is also subject to the website's published Privacy Policy.

12. Liability

12.1. The Client is responsible for the legality of its business activities, advertising claims, products, services, pricing, licenses, permissions, and obligations to its own customers.

12.2. To the extent permitted by law, the Client will indemnify the Provider against reasonable third-party claims, losses, and expenses arising from the Client's unlawful activities, infringement of third-party rights, or inaccurate advertising materials, except to the extent caused by the Provider's wrongful conduct.

12.3. The Provider is not responsible for independent platform decisions, third-party actions, or the Client's commercial results, except to the extent liability arises from the Provider's own conduct and cannot lawfully be excluded.

12.4. To the maximum extent permitted by law, the Provider's total aggregate liability relating to an Order is limited to the Service Fee actually paid under that Order, excluding media spend.

12.5. These limitations do not apply to fraud, willful misconduct, or liabilities that cannot be restricted by applicable law.

13. Duration, Termination, and Force Majeure

13.1. The Agreement becomes effective upon payment-based acceptance and continues with respect to the applicable Order until the relevant obligations are fulfilled.

13.2. A 30-day pilot ends at the conclusion of the agreed period and does not automatically renew.

13.3. Additional service periods, extensions, or increases in the advertising budget require separate approval.

13.4. The Client may terminate the engagement by notifying the Provider. Such termination does not create a right to a Service Fee refund except where mandatory law requires otherwise.

13.5. Either party may terminate for a material breach that remains uncured for five calendar days after written notice. The Provider may immediately suspend or stop activity prohibited by law or platform policies.

13.6. Termination does not eliminate liability for accrued advertising charges. Unused media funds are reconciled and returned under Section 6.

13.7. Neither party is liable for failures caused by extraordinary events beyond its reasonable control to the extent permitted by law. The affected party will notify the other without unreasonable delay.

14. Governing Law and Dispute Resolution

14.1. The parties will first seek to resolve disputes through good-faith negotiations and written notice. The response period for a written complaint is ten business days after receipt.

14.2. This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles, to the extent permitted by applicable law.

14.3. The exclusive agreed forum for disputes is the competent state courts of Delaware or the United States federal courts located in Delaware. The parties consent to such jurisdiction and venue to the extent legally permitted.

14.4. Nothing in this section limits mandatory rights or remedies that cannot lawfully be excluded by agreement.

15. Notices and Amendments

15.1. Legally relevant notices may be exchanged through the email addresses, contact details stated in the Order, or other mutually agreed electronic channels that preserve the content and record of communication.

15.2. The Provider may update the published Terms. Updated Terms apply to new Orders after publication. Changes affecting previously paid Orders require the parties' agreement unless mandatory law provides otherwise.

15.3. If any provision is held invalid or unenforceable, the remaining provisions continue in effect to the extent permitted by law.

15.4. This Agreement is available for review and saving at us.gotargetai.com/terms. The Client confirms acceptance by paying the applicable Order.