Terms of Service

1. Agreement to Terms

These Terms of Service (the “Terms“) are entered into by and between Labis Labs Group LLC, a Florida limited liability company having its principal place of business at 2730 SW 3rd Ave, STE 306-64, Miami, FL 33129, United States (“99ads,” “we,” “us,” or “our“), and the individual or legal entity accessing the Website or receiving the Services (“you,” “Client,” or “your“).

By accessing or using the Website, by signing a Service Order or other written engagement document that references these Terms, or by paying an invoice issued under these Terms, you agree to be bound by them. If you do not agree, do not access the Website or use the Services.

If you enter into these Terms on behalf of an entity, you represent that you have authority to bind that entity, in which case “Client” refers to that entity.

2. Definitions

• Affiliate — Any entity that controls, is controlled by, or is under common control with a party, where “control” means the ownership of more than fifty percent (50%) of the voting securities or equivalent interest.
• Client Materials — All brand assets, photography, video footage, copy, logos, trademarks, product information, and other content furnished by Client for use in the Services.
• Deliverables — The advertising creative, scripts, edits, reports, and other materials produced by 99ads under a Service Order and delivered to Client.
• Service Order — The written or electronic order, statement of work, proposal, or service agreement that incorporates these Terms by reference and that sets out the scope, fees, and term of the engagement.
• Services — The advertising-creative production, performance-marketing strategy, and related services that 99ads provides to Client under a Service Order.
• Website — The website at 99ads.com and any subdomain operated by 99ads.

3. The Services

3.1 Scope

99ads will perform the Services described in the applicable Service Order in a professional and workmanlike manner. The specific scope, deliverable cadence (for example, the number of creative concepts produced per week), and timelines are set out in the Service Order.

3.2 Personnel

99ads is responsible for selecting and managing its employees, contractors, and sub-contractors and for the performance of the Services. We may engage qualified sub-contractors to assist in delivering the Services without prior consent, provided we remain responsible for their performance and for compliance with these Terms.

3.3 Independent contractor

Each party is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party may bind the other or hold itself out as having such authority.

3.4 Communications

Routine project communications take place by email and within shared collaboration tools agreed between the parties. Material notices under these Terms must be given in writing in accordance with Section 18.

3.5 Changes to scope

Either party may propose changes to the scope of a Service Order. A change of scope takes effect only when both parties have signed a written change order or have exchanged unambiguous written confirmation by email.

4. Client Obligations

To enable 99ads to perform the Services, Client agrees to:

• provide Client Materials, brand guidelines, product information, and any other inputs reasonably required, in usable formats and on agreed timelines;
• grant 99ads view-level access (or analytics/insights access where applicable) to Client’s advertising-platform accounts (such as Meta Business Manager, Google Ads, TikTok Ads Manager, and similar) for the duration of the engagement, solely for performance-monitoring purposes and not as agent for media buying unless expressly agreed in the Service Order;
• review Deliverables and provide consolidated, written feedback within two (2) business days of receipt, unless a different review period is set out in the Service Order;
• obtain and maintain all consents, licences, and rights necessary for 99ads to use the Client Materials, including model releases, music licences, and any third-party licences embedded in the Client Materials;
• comply with the policies of the advertising platforms on which Deliverables are run; and
• designate one or more authorised contacts who are empowered to provide approvals and feedback on Client’s behalf.

If Client fails to meet a material obligation under this section and that failure prevents 99ads from performing the Services, 99ads’s performance obligations are suspended for the period of the failure and any related deadlines are extended accordingly.

5. Fees, Billing & Taxes

5.1 Fees

Client agrees to pay the fees set out in the Service Order. Unless the Service Order states otherwise, fees are charged monthly in advance and are not contingent on the performance of any campaign.

5.2 Payment method

Client authorises 99ads to charge the payment method on file on each billing date. Client must keep that payment method valid and funded throughout the term. We use Stripe to process payments; full card details are not stored by 99ads.

5.3 Late payment

If an invoice is not paid by its due date, 99ads may, on written notice: (i) charge late-payment interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law; (ii) suspend all or part of the Services until payment is received; and (iii) treat a failure to pay any undisputed amount within fifteen (15) days of its due date as a material breach for the purposes of Section 6.

5.4 Disputed amounts

If Client disputes an invoice in good faith, Client must notify 99ads in writing within ten (10) days of the invoice date, identifying the disputed amount and the basis for the dispute. Undisputed amounts remain payable on the due date.

5.5 Taxes

Fees are exclusive of any sales, use, value-added, withholding, or similar taxes. Client is responsible for all such taxes other than taxes on 99ads’s net income.

5.6 Media spend

Unless expressly stated otherwise in the Service Order, Client is responsible for paying advertising-platform media spend directly to the platform on Client’s own payment method. 99ads does not act as a media buyer or agency of record and does not handle Client’s media budget.

5.7 Non-Refundable Fees

Client acknowledges and agrees that all fees paid or payable under this Agreement are fully earned upon invoicing and are non-refundable. Client shall have no right to a refund, credit, set-off, or other reimbursement of any fee, in whole or in part, regardless of: (i) Services rendered, in progress, or scheduled; (ii) non-use, partial use, or under-use of the Services by Client; (iii) early termination of this Agreement by either party; (iv) dissatisfaction with the performance of any advertising campaign, advertising platform, or marketing outcome (which is expressly disclaimed under Section 11); or (v) any other cause.

Client further acknowledges that 99ads’s monthly fees represent consideration for 99ads’s continuing readiness and capacity to perform during each billing period — including allocated personnel, committed sub-contractor resources, and reserved production capacity — and are deemed earned regardless of the volume of Deliverables produced or consumed by Client in that period.

Chargeback waiver. Client agrees not to initiate any credit-card chargeback, payment-processor dispute, or bank reversal in respect of any fee invoiced under this Agreement. Any chargeback initiated in breach of this Section 5.7 will be deemed a material breach under Section 6.4 and will entitle 99ads, in addition to any other remedy, to (i) immediately suspend or terminate the Services and (ii) recover the disputed amount together with all related processing fees, collection costs, and reasonable attorneys’ fees.

This Section 5.7 does not apply to refunds of duplicate or manifest billing errors made by 99ads, which 99ads will correct promptly upon written notice.

6. Term & Termination

6.1 Initial term

These Terms become effective on the date of the first Service Order signed by both parties (or the date Client first pays an invoice) and continue for the period set out in that Service Order. If no period is specified, the initial term is one (1) month.

6.2 Renewal

The Service Order automatically renews for successive one-month terms unless either party gives notice of non-renewal in accordance with this section.

6.3 Termination for convenience

After the initial term, Client may terminate by giving 99ads at least thirty (30) days’ written notice before the next renewal date. 99ads may terminate by giving Client at least thirty (30) days’ written notice before the next renewal date.

6.4 Termination for cause

Either party may terminate this Agreement on written notice if the other party:

(a) commits a material breach that (i) substantially defeats the central commercial purpose of this Agreement, (ii) is described in reasonable detail in a written cure notice, and (iii) is not cured within thirty (30) days after the cure notice. No termination under this clause (a) is effective until the parties have first completed the informal-resolution process set out in Section 17.1, except where waiting would cause irreparable harm; or

(b) becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy or has a bankruptcy petition filed against it that is not dismissed within sixty (60) days, has a receiver, trustee, or similar officer appointed over a material portion of its assets, or otherwise ceases to conduct business in the ordinary course. Termination under this clause (b) is effective immediately on written notice, without cure period and without the requirement of Section 17.1.

For the avoidance of doubt: (1) failure to pay any undisputed amount when due is a material breach by Client for purposes of this Section 6.4; (2) no fees previously paid or accrued are refundable upon any termination under this Section 6.4, including where Client purports to terminate for breach by 99ads (see Section 5.7); and (3) any breach allegation asserted in bad faith, or used as a pretext to avoid Client’s payment obligations, is itself a material breach by Client.

6.5 Suspension

99ads may suspend the Services on written notice if (a) Client fails to pay any undisputed amount when due, (b) 99ads reasonably believes that continued performance would violate applicable law, or (c) Client’s conduct creates a material risk to 99ads’s personnel, systems, or reputation. Suspension does not relieve Client of its payment obligations.

6.6 Effect of termination

On termination: (i) Client must pay all fees accrued up to the effective date of termination; (ii) each party must promptly return or, at the other party’s option, destroy the other’s Confidential Information; and (iii) the provisions that by their nature are intended to survive termination — including Sections 5, 7, 8, 12, 13, 14, 16, 17 and 20 — will survive.

7. Intellectual Property

7.1 Client Materials

As between the parties, Client owns all right, title, and interest in and to the Client Materials. Client grants 99ads a non-exclusive, worldwide, royalty-free licence to use, copy, modify, display, and create derivative works of the Client Materials solely as necessary to perform the Services.

7.2 Deliverables

Subject to full payment of the fees due in respect of the relevant Deliverables, 99ads assigns to Client all right, title, and interest in and to the Deliverables, excluding any 99ads Pre-Existing IP and Third-Party Materials embedded in them.

7.3 99ads Pre-Existing IP

Pre-Existing IP means any methodology, framework, template, software, know-how, or other intellectual property owned or developed by 99ads independently of the Services or before the date of the relevant Service Order (“99ads Pre-Existing IP“). 99ads retains all right, title, and interest in 99ads Pre-Existing IP. To the extent any 99ads Pre-Existing IP is incorporated into a Deliverable, 99ads grants Client a non-exclusive, perpetual, worldwide, royalty-free licence to use that Pre-Existing IP solely as part of the Deliverable in which it is incorporated.

7.4 Third-Party Materials

Some Deliverables may incorporate stock footage, music, fonts, or other third-party materials made available under separate licence terms (“Third-Party Materials“). Client’s right to use Third-Party Materials is governed by, and limited by, those licence terms, which 99ads will pass through to Client where required.

7.5 Portfolio rights

Client grants 99ads a non-exclusive, perpetual, worldwide, royalty-free right to use Client’s name, logo, and trademarks, together with a factual and non-confidential description of the engagement — including samples of Deliverables, before/after creative, and high-level case-study narrative — in 99ads’s portfolio, case studies, sales materials, website, social-media content, pitch decks, and other marketing communications, for the purpose of identifying Client as a client of 99ads and describing the work performed. This right survives termination of this Agreement.

The right granted in this Section 7.5 does not extend to the disclosure of Client’s confidential financial figures, undisclosed internal strategies, or specific advertising-account performance metrics, which require Client’s prior written consent before publication.

7.6 Feedback

If Client provides suggestions, ideas, or feedback regarding the Services, 99ads may use that feedback for any purpose without obligation, provided we do not identify Client as its source.

8. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, marketing strategies, financial information, performance data, customer information, and the terms of any Service Order.

The Recipient shall (i) use Confidential Information only to perform its obligations or exercise its rights under these Terms; (ii) protect Confidential Information using at least the same standard of care it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard; and (iii) limit access to Confidential Information to its employees, contractors, and advisers who have a need to know and who are bound by confidentiality obligations no less protective than those set out in this section.

Confidential Information does not include information that the Recipient can demonstrate: (a) was already known to it without an obligation of confidence at the time of disclosure; (b) is or becomes publicly known through no fault of the Recipient; (c) is independently developed by the Recipient without reference to the Discloser’s Confidential Information; or (d) is rightfully obtained from a third party without an obligation of confidence.

The Recipient may disclose Confidential Information to the extent required by law or by an order of a court or regulator of competent jurisdiction, provided that the Recipient gives the Discloser prompt written notice (where lawfully permitted) and reasonable assistance in seeking protective treatment.

The obligations in this section continue for three (3) years after the termination of these Terms, except that they continue indefinitely with respect to any information that constitutes a trade secret under applicable law.

9. Data Protection

Each party will comply with the data-protection laws applicable to its activities under these Terms. Where 99ads processes personal data on behalf of Client in the course of performing the Services, the parties will enter into a data-processing agreement on 99ads’s standard form (or such other form as the parties may agree in writing), which is incorporated into these Terms by reference.

Information about how 99ads handles personal information collected through the Website and from prospective and current clients is set out in our Privacy Policy.

10. Representations & Warranties

10.1 Mutual

Each party represents and warrants that (i) it has full power and authority to enter into and perform these Terms; (ii) its execution and performance do not breach any other agreement to which it is bound; and (iii) it will comply with all laws applicable to its activities under these Terms.

10.2 By 99ads

99ads represents and warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards, and that the Deliverables, excluding Client Materials and Third-Party Materials, will not knowingly infringe any third party’s intellectual-property rights at the time of delivery.

10.3 By Client

Client represents and warrants that (i) it owns or has secured all rights necessary for 99ads to use the Client Materials as contemplated by these Terms; (ii) the Client Materials do not infringe any third party’s rights and comply with applicable law; and (iii) the products and services that the Deliverables advertise comply with applicable law and with the policies of the advertising platforms on which the Deliverables will be run.

11. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 99ADS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

99ads does not guarantee any specific advertising outcome, including any specific level of return on ad spend, cost per acquisition, click-through rate, conversion rate, or revenue. Marketing performance depends on factors outside 99ads’s reasonable control, including platform algorithms, market conditions, the suitability of Client’s product, and the actions of third parties.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO 99ADS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The limitations in this section do not apply to: (i) Client’s payment obligations under Section 5; (ii) either party’s indemnification obligations under Section 13; (iii) breach of Section 8 (Confidentiality); (iv) infringement or misappropriation of the other party’s intellectual-property rights; or (v) liability that cannot be excluded or limited under applicable law (including liability for fraud, gross negligence, or wilful misconduct).

13. Indemnification

13.1 By 99ads

99ads will defend, indemnify, and hold harmless Client and its officers, directors, and employees from and against any third-party claim, demand, or action, and any related damages, settlements, and reasonable attorneys’ fees, to the extent arising from an allegation that the Deliverables, excluding Client Materials and Third-Party Materials, infringe a third party’s intellectual-property rights.

13.2 By Client

Client will defend, indemnify, and hold harmless 99ads and its officers, directors, employees, and contractors from and against any third-party claim, demand, or action, and any related damages, settlements, and reasonable attorneys’ fees, to the extent arising from: (i) the Client Materials, including any allegation of infringement, misappropriation, false advertising, defamation, or violation of right of publicity; (ii) the products or services advertised by the Deliverables; or (iii) Client’s breach of Section 10.3.

13.3 Procedure

The party seeking indemnification (“Indemnitee”) shall: (a) promptly notify the indemnifying party (“Indemnitor”) in writing of the claim; (b) give the Indemnitor sole control of the defence and settlement of the claim, provided that the Indemnitor will not enter into any settlement that imposes a non-monetary obligation on the Indemnitee without the Indemnitee’s prior written consent; and (c) provide reasonable cooperation at the Indemnitor’s expense.

14. Non-Solicitation

During the term of these Terms and for twenty-four (24) months following their termination, neither party will, directly or indirectly, solicit for employment or engagement any employee or contractor of the other party who has been materially involved in the Services. This restriction does not apply to (i) general solicitations of employment not specifically directed at such persons, including job postings and recruiter searches, or (ii) any individual who responds to such a general solicitation, or (iii) any individual whose employment or engagement with the other party has terminated for at least six (6) months before the solicitation.

15. Force Majeure

Neither party will be liable for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, internet or telecommunications failures, and the actions of any advertising platform. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force-majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Service Order on written notice.

16. Governing Law & Jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 17, the state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction over any dispute that is not resolved through the procedures in that section, and each party submits to the personal jurisdiction of those courts and waives any objection based on forum non conveniens.

17. Dispute Resolution

17.1 Informal resolution

Before commencing any formal proceeding, the parties shall attempt in good faith to resolve any dispute by escalating it to senior representatives of each party. The parties shall meet (in person or by video) within fifteen (15) days of written notice of the dispute and shall negotiate in good faith for at least thirty (30) days.

17.2 Litigation

If the dispute is not resolved through informal resolution, either party may bring proceedings in the courts identified in Section 16.

17.3 Equitable relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief at any time and in any court of competent jurisdiction to prevent or restrain a breach or threatened breach of confidentiality or intellectual-property obligations under these Terms.

17.4 Waiver of jury trial

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

18. Notices

All notices under these Terms must be in writing and addressed: (a) to 99ads, by email to support@99ads.com, with a copy by post to Labis Labs Group LLC, Attn: Legal, 2730 SW 3rd Ave, STE 306-64, Miami, FL 33129, United States; and (b) to Client, by email to the address Client most recently provided to 99ads as a billing or primary contact, and by post to the billing address on file. A notice is deemed given on the day it is sent by email (provided no bounce-back is received) or three (3) business days after it is deposited in the mail.

19. Assignment

Client may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without 99ads’s prior written consent. 99ads may assign these Terms (i) to an Affiliate, or (ii) in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets or equity, in each case without consent. Any purported assignment in breach of this section is void. Subject to this section, these Terms bind, and inure to the benefit of, the parties and their respective successors and permitted assigns.

20. Miscellaneous

These Terms, together with the applicable Service Order and any document expressly incorporated by reference (including the Privacy Policy and any data-processing agreement), constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, proposals, and understandings, whether written or oral. The headings are for convenience only and do not affect interpretation. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed from these Terms; the remaining provisions will continue in full force and effect.

21. Contact

For any question about these Terms:

• General contact: support@99ads.com
• Postal address: Labis Labs Group LLC, Attn: Legal, 2730 SW 3rd Ave, STE 306-64, Miami, FL 33129, United States