Terms and Conditions | Waterbucket

Effective date: August 31, 2026

These Terms and Conditions (the “Terms” or “Agreement”) govern access to and use of the Waterbucket platform, application, APIs, websites, documentation, and related services (the “Service” or “Platform”), provided by Better Cheaper Now LTD D/B/A Waterbucket (“Waterbucket,” “we,” “us”). By creating an account, clicking to accept, signing an order form, accessing the Service, or authorizing anyone to do so on its behalf, the contracting business entity (“Customer,” “you”) agrees to these Terms. The individual accepting represents that they are at least 18 years old and authorized to bind Customer.

The Service is an enterprise business-to-business product. It is not offered to consumers and is not for personal, family, or household use. Consumer protection statutes applicable to consumer transactions do not apply.

PLEASE READ CAREFULLY. THESE TERMS CONTAIN A DISCLAIMER OF ALL WARRANTIES, A LIMITATION OF LIABILITY WITH A HARD DOLLAR CAP, A BROAD INDEMNITY RUNNING FROM CUSTOMER TO WATERBUCKET, PREPAYMENT AND NON-CANCELLABLE MEDIA COMMITMENTS, A BINDING ARBITRATION PROVISION, A JURY TRIAL WAIVER, AND A CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS.

These Terms incorporate our Privacy Policy at https://waterbucket.com/privacy-policy/. Terms separately agreed in a signed order form, statement of work, insertion order, master agreement, or data processing addendum (“Additional Agreement”) control over these Terms as to the subjects they address.

1. Definitions

Customer Data means all data, feeds, files, settings, credentials, tokens, audience files, and metrics submitted to the Service by or for Customer, or retrieved by us at Customer’s direction.

Customer Content means the subset of Customer Data consisting of images, video, audio, text, logos, trademarks, fonts, product information, and other creative or brand material, whatever its origin, including material obtained from suppliers, manufacturers, distributors, marketplaces, agencies, contractors, creators, or third-party libraries.

Generated Output means creative assets, enriched or classified catalog fields, crops, composites, overlays, feeds, and other materials the Service produces from Customer Content or Customer Data, including output of any AI Service.

AI Services means any generative, predictive, computer vision, or machine learning service used in or made available through the Service, whether operated by us or by a third party.

Ad Platform means any third-party advertising, commerce, demand side platform, analytics, or distribution platform Customer connects to the Service or that we access at Customer’s direction, including any platform accessed through a seat, account, or agreement held by us.

Managed Services means any service we perform for Customer beyond providing access to the Platform, including campaign strategy, build, trafficking, targeting and audience configuration, optimization, media planning and buying, reporting, and creative production, as described in an Additional Agreement.

Media means advertising inventory purchased from an Ad Platform for Customer’s benefit.

Ad Spend means amounts paid or payable to any Ad Platform for Media, exclusive of our Fees.

Audience Data means any customer list, CRM file, email or phone file, identifier file, conversion file, or other data Customer provides for the purpose of building, matching, targeting, suppressing, or measuring audiences.

Fees means amounts payable to us for the Service and Managed Services. Fees expressly exclude Ad Spend.

2. Access and use

2.1 Grant. Subject to these Terms and payment of Fees, we grant Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term for Customer’s internal business purposes. Access is a subscription license to use a service. It is not a sale, lease, or delivery of software or data, and it conveys no ownership of any kind. All rights not expressly granted are reserved.

2.2 Customer responsibility. Customer is responsible for all activity under its account, for its users, and for all Customer Data and Customer Content submitted, whatever the source and whoever submits it. Customer is responsible for maintaining the confidentiality of credentials, tokens, and API keys, for access control and offboarding, and for all use resulting from compromised, shared, or misused credentials. Customer will notify us promptly of any suspected unauthorized access. Customer represents that all registration and billing information it provides is accurate, complete, and current, and will keep it current.

2.3 Agencies, resellers, and multi-client use. If Customer uses the Service on behalf of clients, Customer represents that it holds current written authority from each client sufficient to submit that client’s data, connect that client’s accounts, grant the licenses in Section 4, authorize Media purchases, and bind that client to the obligations in these Terms. Customer remains fully and directly responsible to us for its clients’ acts and omissions, for all Customer Content and Audience Data those clients supply, for all Fees and Ad Spend, and for the indemnity in Section 15, as if they were Customer’s own. A client’s dispute with Customer, or a client’s failure to pay Customer, is not a defense to payment or to any obligation under this Agreement.

2.4 Changes to the Service. We may add, modify, degrade, restrict, suspend, or discontinue any feature, integration, model, template, API, endpoint, limit, subscription tier, or component of the Service at any time, in our sole discretion, with or without notice, without liability to Customer or any third party. We determine the timing and content of updates, which may be applied automatically without notice. No feature, roadmap item, statement, demonstration, beta, or communication is a commitment to deliver or to continue anything.

2.5 No service level or support commitment. The Service and Managed Services are provided without any uptime, availability, throughput, latency, turnaround, processing time, accuracy, or support commitment, except where an Additional Agreement expressly states one. Downtime, maintenance, throttling, rate limiting, and queue delays are expected characteristics of the Service, not breaches.

2.6 Suspension. We may suspend, throttle, restrict, disable, or terminate access to all or any part of the Service or Managed Services, and any account, at any time, immediately, with or without notice, for any reason or no reason, in our sole discretion, without liability. Reasons may include nonpayment, insufficient Media funding, suspected fraud or abuse, security or legal risk, breach of this Agreement, a demand from a third party or authority, an Ad Platform’s requirements, or our own business judgment. Suspension does not suspend Customer’s payment obligations and gives rise to no refund, credit, extension, or liability.

2.7 Usage and delivery measurement. Our measurement of usage, credits, jobs, assets, and API calls, and the applicable Ad Platform’s measurement of impressions, clicks, conversions, and spend, are the sole bases for billing and are conclusive absent manifest error. Discrepancies between an Ad Platform’s measurement and any third-party ad server, analytics tool, or attribution model are expected and are not a basis for withholding payment, adjustment, credit, or makegood.

3. Fees, payment, and Media funding

3.1 Charges. Customer will pay all Fees for the plan, pricing, and scope in effect at signup or stated in an Additional Agreement, including subscription Fees, usage-based charges, overage, Managed Services fees, and any percentage, markup, or flat fee on Ad Spend, plus applicable taxes. Customer authorizes us and our payment processor to charge the payment method on file for all amounts, on a recurring basis, until terminated. We may change payment processors at any time.

3.2 Credits and overage. Credit allotments are consumed by usage as we define it, expire at the end of the period in which they are issued unless an Additional Agreement states otherwise, do not roll over, and have no cash value. Usage beyond an allotment may continue to be processed and will be billed at the then-current rate, or we may require payment before further usage is processed. Customer is solely responsible for monitoring and controlling its own usage. Any cap, alert, or limit feature is a convenience, is not guaranteed to operate, and does not relieve Customer of liability for charges incurred.

3.3 Prepayment. We may require prepayment, advance payment, a deposit, or a personal or corporate guarantee at any time, including during a subscription term. If Customer declines or fails to provide it, we may suspend or terminate the Service, Managed Services, and this Agreement without liability.

3.4 Media funding. All Ad Spend must be funded in advance in cleared funds. We have no obligation to plan, reserve, commit, launch, or continue any Media until funds are received, and we may pause, stop, or decline delivery immediately if funds are exhausted, a payment fails, or a payment is reversed. Funds provided for Media are not held in trust or in a segregated account, earn no interest for Customer, and may be applied by us to any amount Customer owes. Unspent funds may be applied to a subsequent period or refunded at our discretion following platform reconciliation, less Fees and any committed or non-cancellable amounts.

3.5 We contract as principal. Where Media is purchased through a seat, account, or agreement held by us, we contract with the Ad Platform as principal, and Customer has no contractual relationship with that platform. Customer’s obligation to pay us for Media and Fees is absolute and is not contingent on payment by any client, advertiser, brand, or third party. Sequential liability does not apply to this Agreement and is expressly disclaimed.

3.6 Non-cancellable commitments. Certain Media, including guaranteed deals, reserved inventory, private marketplace arrangements, upfront commitments, and minimum spend obligations, cannot be cancelled or reduced once committed. Customer is liable for the full amount of any such commitment made at Customer’s direction, whether or not the campaign runs, is paused, is terminated, or delivers. Requests to pause or cancel non-committed Media will be actioned on commercially reasonable efforts, and Customer remains liable for all spend and commitments incurred before the change takes effect in the platform, including spend during platform processing lag.

3.7 Delivery is not guaranteed. We do not guarantee full delivery, pacing, budget consumption, viewability, completion rates, brand adjacency, or freedom from invalid traffic. Any makegood is at our sole discretion and is not a remedy Customer may demand.

3.8 Platform pass-through charges. Platform surcharges, regulatory recovery fees, digital services taxes, data and inventory fees, and similar third-party charges are passed through to Customer at cost or as invoiced to us.

3.9 Rebates and incentives. We may receive volume discounts, rebates, credits, incentives, or other consideration from Ad Platforms and vendors in connection with our overall business. These are ours, we are not required to disclose or pass them through, and they do not reduce Fees or Ad Spend, except where an Additional Agreement says otherwise.

3.10 Non-refundable. All Fees are non-refundable and are earned when paid, including on suspension, termination for any reason, non-use, partial periods, and unused credits, except where a refund is expressly required by Section 13.2 or by law.

3.11 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, digital services, withholding, and similar taxes, excluding taxes on our net income. If we are required to collect a tax we did not charge, Customer will pay it on demand. We do not provide tax advice.

3.12 Late payment and default. Invoices are due on receipt. Amounts not paid within 15 days of the due date are in default, and at our option the entire unpaid balance, including all committed Media, becomes immediately due. Past due amounts accrue interest at 1.5% per month (18% per year) from the original invoice date, or the maximum lawful rate if lower. Customer will reimburse all costs of collection, including collection agency charges, court costs, and reasonable attorneys’ fees, whether or not litigation is commenced. Initiating a chargeback or payment reversal for amounts owed is a material breach.

3.13 Billing disputes. Customer must dispute an invoice in writing within 15 days of the invoice date, with detail, or the invoice is deemed accepted. Undisputed amounts remain payable.

3.14 Price changes. We may modify pricing at any time. Changes to subscription Fees take effect at the start of the next subscription term, with reasonable prior notice so Customer may elect not to renew. Changes to usage-based, overage, and Managed Services rates take effect as posted or as stated in an Additional Agreement.

3.15 Trials. We may offer a trial or proof of concept at our sole discretion and may require billing information to begin one. Unless Customer cancels before the trial ends, the subscription converts automatically and the applicable Fees will be charged. We may modify or cancel any trial offer at any time without notice.

4. Customer Content, Audience Data, and rights clearance

This section allocates the risk that data and content processed through the Service are not properly cleared. That risk sits entirely with Customer.

4.1 Ownership. As between the parties, Customer owns Customer Data and Customer Content. We claim no ownership in it.

4.2 Operating license. Customer grants us and our service providers a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license, during the term and for a commercially reasonable period afterward, to host, store, copy, transmit, index, analyze, resize, crop, recolor, composite, overlay, annotate, transcode, and otherwise create derivative works from Customer Data and Customer Content, and to display, distribute, and deliver the results to Customer and to any destination Customer connects or designates, in order to operate, secure, support, evaluate, and improve the Service and perform Managed Services. Customer further grants us a perpetual right to generate, retain, and use aggregated and de-identified data derived from the foregoing for any lawful business purpose.

4.3 Promotional license. Customer additionally grants us a worldwide, non-exclusive, royalty-free, sublicensable, perpetual license to reproduce, display, perform, and distribute Customer Content and Generated Output, and to identify Customer and its brands, in our portfolio, case studies, demonstrations, sales materials, website, social media, presentations, advertising, and award submissions, in order to market and promote the Service. Performance results may be used only in anonymized or aggregated form unless Customer approves otherwise in writing. Customer may withdraw this license on written notice, effective for materials created after we receive the notice. We are not required to recall, alter, or remove materials already produced, published, or distributed.

4.4 Customer representations and warranties. Customer represents and warrants, continuously, that it owns or has secured all rights, licenses, consents, permissions, releases, and clearances necessary for us, our service providers, any AI Service, and the connected Ad Platforms to receive, process, transform, reproduce, publicly display, distribute, and otherwise use Customer Content and Customer Data as contemplated by this Agreement, including specifically:

Copyright, in every image, video, illustration, and text asset, including the right to create, publish, and distribute derivative works such as crops, composites, overlays, and generated variants.
Source of imagery. Rights to use imagery obtained from suppliers, manufacturers, distributors, wholesalers, dropshippers, marketplaces, and syndicated or shared catalogs. Customer acknowledges that authorization to sell or list a product is not authorization to use a supplier’s imagery in paid advertising, and that obtaining that authorization is Customer’s responsibility alone.
Stock and licensed assets. Compliance with the exact scope of every stock, library, or third-party license, including permitted media and channels, paid social use, territory, duration, impression or print limits, sensitive-use restrictions, and any requirement for an extended or enterprise license.
People and property. Model releases for identifiable individuals, property releases where required, and all rights of publicity, likeness, privacy, endorsement, and testimonial permissions.
Trademarks and brand features. Rights to all marks, logos, trade dress, and brand elements appearing in or applied to Customer Content, including third-party marks visible in product photography.
Fonts and typefaces. Licenses covering the specific uses directed, including embedding, rasterization into creative assets, and use in advertising, for every font supplied or specified.
Music and audio. Synchronization, master, and performance rights for any audio.
User-generated and creator content. Written permission from the rights holder with scope covering paid media use, and compliance with any platform, agency, or contract terms attached to it.
AI-generated material. The right to use it commercially, and compliance with any applicable disclosure or labeling requirement.
Accuracy and legality. That Customer Content is professional, lawful, accurate, and current, and that product claims, pricing, availability, comparisons, health, safety, financial, and regulated-category statements, and required disclosures are truthful, substantiated, and lawful.
Personal data. That all required notices were given and consents obtained, and that our processing on Customer’s instructions will not violate law or any third-party agreement.
No conflict. That use of the Service does not breach any agreement with a supplier, licensor, client, marketplace, or Ad Platform.

4.5 Audience Data must be hashed or otherwise protected. Customer will not transmit unhashed, plaintext, or otherwise unprotected personal information to us or through the Service. All Audience Data must be normalized and hashed using SHA-256, or transmitted through a clean room, secure upload, tokenization, or other privacy-preserving method we designate in writing, before it reaches us or any Ad Platform. Customer additionally represents and warrants that:

it has provided all required notices and obtained all required consents and permissions for the use of Audience Data in advertising, matching, targeting, suppression, and measurement, and that use is compatible with the notices under which the data was collected;
it holds all rights necessary to disclose Audience Data to us and to each Ad Platform, and doing so violates no law, contract, privacy policy, or platform term;
the Audience Data contains no government identifiers, financial account or payment card numbers, precise geolocation, biometric identifiers, health or medical information, information about children, or other categories designated as sensitive or special under applicable law, and no data subject to HIPAA, GLBA, FCRA, COPPA, or a comparable regime;
it has honored all applicable opt-outs, deletion requests, and suppression obligations before transmission, and will continue to do so; and
it maintains the source records and evidence of consent, which we do not hold.

We have no obligation to inspect, validate, or de-identify Audience Data. We may reject, quarantine, or delete any file at any time, including one we believe contains unhashed or prohibited data, without liability. Any Audience Data submitted in violation of this Section is submitted at Customer’s sole risk and is covered by the indemnity in Section 15.1.

4.6 We do not clear rights and have no duty to monitor. We do not review, verify, clear, license, screen, or police Customer Content, Customer Data, or Audience Data, and we have no obligation to do so. We have the right, but not the obligation, to monitor, edit, or remove any of it. The Service processes what it is given. Any filtering, quality check, brand-safety heuristic, validation, warning, or moderation feature we may offer is a convenience, is not a legal review, is provided without warranty, may fail or be inaccurate, and creates no duty, standard of care, or liability for us. Customer will not represent to any third party that we have cleared, approved, or verified anything.

4.7 Removal. We may remove, disable, quarantine, refuse to process, or delete any Customer Data, Customer Content, or Audience Data at any time, with or without notice, in our sole discretion, without liability.

4.8 Customer is the system of record. Customer is solely responsible for maintaining independent copies and backups of all Customer Data, Customer Content, Audience Data, and Generated Output. The Service is not a backup service, archive, or system of record. We have no liability for the loss, deletion, corruption, unavailability, or non-recoverability of any of it, and Customer waives any claim arising from it.

5. Managed Services, trafficking, and targeting

5.1 Scope. Managed Services are limited to what is expressly described in an Additional Agreement. Anything outside that scope, including additional markets, channels, creative volumes, reporting, meetings, or platforms, is out of scope and may be declined or billed separately at our then-current rates.

5.2 Instructions and approvals. We act on Customer’s instructions. Customer is solely responsible for reviewing and approving campaign structure, objectives, budgets, flight dates, bid strategy, placements, targeting, audiences, exclusions, creative, offers, and landing pages. Approval may be given by email, in writing, in a shared document, or through the Platform. We may rely on instructions from any person who reasonably appears authorized on Customer’s account or in Customer’s organization, and Customer is bound by them. Where Customer does not provide timely instruction or approval, we may proceed on the last approved configuration or pause activity, at our discretion.

5.3 Recommendations are not decisions. Any strategy, structure, audience, targeting, budget, or creative recommendation we make is a suggestion only, based on incomplete information and on data supplied by Customer and by third parties. Customer’s approval, adoption, or continued operation of a recommendation is Customer’s own decision and Customer’s responsibility, whether or not the recommendation originated with us.

5.4 Targeting, audiences, and regulated categories. Customer is solely responsible for the lawfulness of its advertising, its targeting, and its audience definitions and exclusions. Customer represents and warrants that its advertising and targeting comply with all applicable law and platform policy, including requirements relating to housing, employment, credit, insurance, financial services, healthcare and health conditions, pharmaceuticals, alcohol, gambling, firearms, adult categories, political and social issue advertising, and any special ad category, restricted category, or limited targeting regime imposed by an Ad Platform, and including the Fair Housing Act, the Equal Credit Opportunity Act, the Americans with Disabilities Act, Section 5 of the FTC Act, and analogous state and non-US laws. Customer is responsible for correctly declaring any special or restricted category to each Ad Platform. We are not responsible for determining whether Customer’s advertising falls within any such category, and any assistance we provide in declaring, structuring, or configuring it does not shift that responsibility to us.

5.5 Right to refuse. We may decline to produce, traffic, target, launch, or continue any campaign, audience, creative, or placement, and may pause anything already live, at any time, for any reason, without notice and without liability.

5.6 No agency relationship. We perform Managed Services as an independent contractor. We are not Customer’s agent, employee, partner, fiduciary, or agency of record, we hold no authority to bind Customer except as expressly directed, and we assume no duty of care beyond this Agreement. We serve many customers, including businesses that compete with Customer or its clients, and Customer receives no exclusivity, category exclusivity, or right of first refusal.

5.7 Accounts and platform assets. Customer owns the ad accounts, pixels, tags, catalogs, and audiences it establishes on its own platform accounts. Assets we establish on our own seats, accounts, containers, or infrastructure, including line items, deals, audiences, models, tags, templates, and configurations, remain ours. We have no obligation to transfer, migrate, export, or replicate them, and some are not portable by platform design. Access to them ends on termination.

5.8 Verification and fraud. We do not warrant against invalid traffic, bot traffic, ad fraud, domain spoofing, misattributed conversions, or unsuitable adjacency. Customer is responsible for its own verification, brand safety, and measurement arrangements, and for any associated cost. We will pass through any credit we actually receive from an Ad Platform for invalid traffic, less Fees, and owe nothing further.

6. Ad Platforms and third-party services

6.1 Authorization. By connecting an Ad Platform, or by directing us to transact on one, Customer authorizes us to access it and to read, create, update, and delete assets, audiences, and configurations there as directed, and represents that it holds the right to grant that access for every account involved.

6.2 Platform compliance is Customer’s obligation. Customer’s advertising is governed by each Ad Platform’s own terms and policies, and Customer is solely responsible for compliance, including advertising standards, prohibited and restricted content and categories, data use and matching restrictions, disclosure requirements, and catalog and commerce policies.

6.3 No responsibility for third parties. We do not endorse, control, warrant, or take responsibility for any Ad Platform, third-party service, third-party software, AI Service, linked site, or third-party content, and we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with their use. This includes creative rejections, catalog or feed disapprovals, audience match rates, targeting availability, delivery limits, account restrictions, suspensions or bans, policy changes, pricing changes, API changes, deprecations, rate limits, outages, connectivity failures, data loss, reporting discrepancies, attribution methodology, and any action taken against Customer or its clients. Any issue concerning a third party’s transmission, processing, or storage of Customer Data is solely between Customer and that third party. If an Ad Platform or other third party changes, restricts, or removes functionality the Service or Managed Services depend on, any resulting change, degradation, or discontinuation is not a breach of this Agreement and gives rise to no refund, credit, or liability.

6.4 No performance guarantee. We make no promise, prediction, or warranty regarding advertising results. Nothing in this Agreement, our documentation, our marketing, any benchmark, case study, projection, demonstration, media plan, forecast, or communication constitutes a guarantee of impressions, reach, delivery, match rate, approval, clicks, conversions, revenue, return on ad spend, cost per acquisition, efficiency, or any other outcome. Customer acknowledges it has not relied on any such statement in entering this Agreement.

7. Copyright policy and DMCA

We respond to notices of claimed copyright infringement under the Digital Millennium Copyright Act. Send notices to our designated agent at the address in Section 18, with the subject line “Copyright Infringement,” including: a physical or electronic signature of a person authorized to act for the owner; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and its location with enough detail to locate it; the sender’s address, telephone number, and email address; a statement of good faith belief that the use is not authorized by the owner, its agent, or the law; and a statement, under penalty of perjury, that the information is accurate and that the sender is the owner or authorized to act on the owner’s behalf. Counter-notices may be submitted the same way.

We terminate the accounts of repeat infringers in appropriate circumstances. Any person who knowingly materially misrepresents that material is infringing, or was removed by mistake, may be liable for damages, including costs and attorneys’ fees.

8. Automated processing and Generated Output

8.1 Nature of the technology. The Service uses AI Services, including computer vision, machine learning, large language models, statistical methods, and rule-based automation, some of which are operated by third parties and are not under our control. These systems are probabilistic and produce output that may be inaccurate, incomplete, unsuitable, offensive, non-compliant, or unintended. Output may vary between runs on identical inputs. Customer uses AI Services and Generated Output at its own risk.

8.2 Customer is the advertiser and publisher of record. Customer is solely responsible for reviewing, approving, and validating all Generated Output before it is published, delivered, or made available to any Ad Platform or member of the public, for exercising its own business and legal judgment as to suitability, and for everything published under its accounts or those of its clients. The Service may be configured to publish without human review. If Customer enables or permits automated publishing, or engages Managed Services under which we publish on Customer’s standing approval, Customer expressly assumes all risk arising from unreviewed output.

8.3 Output rights. As between the parties, Customer may use Generated Output derived from its own Customer Content, subject to our rights under Sections 4.3 and 10 and to any third-party rights in the underlying inputs. We make no representation or warranty that Customer owns any Generated Output, that it is protectable by any intellectual property right, or that it does not incorporate, infringe, or misappropriate the rights of any third party. Our delivery of Generated Output is not a representation that the underlying inputs were lawfully obtained or properly licensed and conveys no rights in third-party material.

8.4 No exclusivity. We serve many customers using shared models, templates, logic, and methods. Output produced for others may be similar or identical in structure, style, or approach. Customer receives no exclusivity in any non-content element of the Service.

8.5 No professional advice. The Service, Managed Services, and any recommendation, score, insight, or informational content produced by us or appearing on our websites are for informational purposes only, may contain errors, may be inaccurate or out of date, and are not legal, regulatory, compliance, tax, financial, medical, or professional advice. No fiduciary, advisory, or special relationship is created by this Agreement.

9. Our intellectual property

We and our licensors own the Service and all intellectual property rights in it, including software, models, weights, algorithms, taxonomies, pipelines, templates, layouts, interfaces, documentation, seats and platform assets described in Section 5.7, aggregated and de-identified data, and all modifications, copies, enhancements, and derivatives. No rights are granted except the limited access right in Section 2.1.

Customer will not, and will not permit or enable any third party to: sell, copy, reproduce, transfer, publish, disclose, display, distribute, or otherwise make available the Service or any component; modify, translate, or create derivative works of the Service; reverse engineer, decompile, disassemble, or attempt to derive source code, weights, prompts, architecture, or underlying methods; access or use the Service to build, train, or improve a competing or similar product or model; scrape, harvest, or systematically extract data from the Service other than through documented interfaces; benchmark or publish performance results without our prior written consent; circumvent or interfere with usage limits, metering, authentication, or security controls; conduct load, penetration, or vulnerability testing without our prior written consent; resell, rent, sublicense, timeshare, or provide the Service to third parties except as an authorized agency under Section 2.3; or remove or obscure any proprietary notice.

Feedback. Any suggestion, idea, error report, or feedback provided to us may be used by us for any purpose without restriction, attribution, compensation, confidentiality obligation, or other obligation. Customer acquires and retains no right, title, or interest in it and assigns all rights in it to us. Where assignment is not permitted by mandatory law, Customer grants us an exclusive, transferable, irrevocable, royalty-free, sublicensable, unlimited, and perpetual right to use it in any manner and for any purpose.

Publicity. We may identify Customer as a customer and use Customer’s name and logo in customer lists, on our website, and in sales materials, consistent with Section 4.3.

10. Acceptable use

Customer will use the Service only for lawful business purposes and in accordance with this Agreement. Customer will not, and will not permit anyone to:

violate any applicable federal, state, local, or international law or regulation
infringe or misappropriate the rights of any person or entity
use the Service for any unlawful, fraudulent, deceptive, threatening, harassing, defamatory, or harmful purpose
exploit or harm, or attempt to exploit or harm, any third party, including minors
target, exclude, or segment audiences on any basis prohibited by law or by an Ad Platform’s policies
transmit or facilitate junk mail, chain letters, spam, or unsolicited commercial messages
impersonate us or any third party, or misrepresent an affiliation with us
interfere with, disable, overburden, damage, or impair the Service, or with any other party’s use of it
use any robot, spider, scraper, or automated means to access, monitor, or copy the Service other than through documented interfaces
introduce any virus, trojan horse, worm, logic bomb, or other malicious or technologically harmful material
attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Service, its servers, or any connected system or database
conduct or facilitate any denial-of-service or distributed denial-of-service attack
generate, facilitate, or fail to take reasonable steps to prevent invalid or fraudulent traffic, clicks, or conversions
take any action intended to damage us, or falsify reviews or ratings concerning us
use the Service in any manner not expressly permitted by this Agreement

We may investigate any suspected violation and take any action we consider appropriate, including removal of content, suspension, termination, and referral to law enforcement, without notice and without liability.

11. Confidentiality

Each party will protect the other’s non-public information that is marked confidential or that a reasonable business person would understand to be confidential, using at least reasonable care, will use it only to perform under this Agreement, and will disclose it only to personnel, affiliates, contractors, and advisors bound by comparable obligations. This does not apply to information that is or becomes public without breach, was known without duty, is independently developed, or is rightfully obtained from a third party. Disclosure compelled by law or legal process is permitted, with notice where lawful. Obligations continue for three years after disclosure, and for trade secrets as long as they remain trade secrets. Aggregated and de-identified data derived from use of the Service is not Customer confidential information, and use permitted by Section 4.3 is not a breach of this Section.

12. Data protection

Where we process personal information on Customer’s behalf, Customer is the controller, business, or equivalent responsible party and we act as processor or service provider on Customer’s instructions, as further described in our Privacy Policy and, where executed, a data processing addendum, which controls over this Agreement as to that subject. Customer is responsible for the lawfulness of the data it provides and the instructions it gives, including all Audience Data governed by Section 4.5.

13. Term and termination

13.1 Term, renewal, and non-renewal. This Agreement begins on first acceptance and continues until all subscriptions and Additional Agreements have ended. Each subscription renews automatically for successive terms equal to the prior term unless cancelled as follows: for terms longer than 30 days, Customer must give written non-renewal notice at least 30 days before the end of the then-current term; for terms of 30 days or less, Customer may cancel renewal at any time before the renewal date. Customer may not terminate a subscription term early, and no partial-term refund or credit is available, unless an Additional Agreement expressly provides an opt-out right.

13.2 Termination by us. We may terminate this Agreement, any subscription, any Managed Services engagement, and any account at any time, immediately, with or without notice, for any reason or no reason, in our sole discretion, without liability to Customer or any third party. If we terminate for our own convenience and not on account of Customer’s breach, nonpayment, or conduct described in Section 10, our sole obligation is to refund prepaid Fees for the unused remainder of the then-current term and unspent Media funds following platform reconciliation, less committed and non-cancellable amounts. In all other cases no refund is owed.

13.3 Effect. Access ends on termination. Accounts, Customer Data, Customer Content, Audience Data, and Generated Output may become immediately inaccessible or be deleted. We have no obligation to export, migrate, return, retain, or preserve any of it, and no liability in connection with its retention or deletion. Customer is responsible for retrieving its data before termination takes effect. Assets on our seats and accounts remain ours under Section 5.7. Assets already delivered to a Customer-owned Ad Platform account remain there and are outside our control. All committed and non-cancellable Media, accrued Fees, and amounts under Section 3.6 remain payable.

13.4 Survival. All provisions that by their nature should survive do survive, including Sections 1, 2.2, 3 (as to accrued and committed amounts), 4, 5.6, 5.7, 6.3, 6.4, 7, 8, 9, 10, 11, 13.3, 13.4, 14, 15, 16, 17, and 18.

14. Disclaimer of warranties

THE SERVICE, THE PLATFORM, ALL MANAGED SERVICES, ALL AI SERVICES, ALL MEDIA, AND ALL GENERATED OUTPUT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR SYSTEM INTEGRATION.

WE DO NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF DEFECTS OR HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL BE PRESERVED OR RECOVERABLE, THAT ANY AUDIENCE WILL MATCH, BUILD, OR REACH ANY SIZE, THAT ANY CAMPAIGN WILL DELIVER, THAT MEDIA WILL BE FREE OF INVALID TRAFFIC OR UNSUITABLE ADJACENCY, THAT GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, SUITABLE, LAWFUL, NON-INFRINGING, OWNED BY CUSTOMER, PROTECTABLE, OR ACCEPTED BY ANY AD PLATFORM, THAT THE SERVICE WILL MEET CUSTOMER’S EXPECTATIONS OR PRODUCE ANY PARTICULAR RESULT, OR THAT CUSTOMER’S USE WILL BE LAWFUL IN ANY PARTICULAR JURISDICTION. CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF THE SERVICE AND MANAGED SERVICES. NO ADVICE OR INFORMATION FROM US, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

15. Indemnification

15.1 Customer indemnity. Customer will defend, indemnify, and hold harmless Waterbucket and its affiliates, officers, directors, members, employees, contractors, service providers, and agents from and against any and all third-party claims, demands, suits, proceedings, investigations, and regulatory or administrative actions, and all resulting or related damages, losses, liabilities, judgments, settlements, awards, fines, penalties, and expenses, including reasonable attorneys’ fees and costs of investigation, arising out of or relating to:

Customer Data, Customer Content, or Audience Data, including any claim that it infringes or misappropriates a copyright, trademark, patent, trade secret, right of publicity or privacy, or other right, that it was not owned, licensed, released, or cleared for the use made of it, or that it was collected, disclosed, transmitted, or used without required notice or consent;
any breach or alleged breach of Section 4.4 or Section 4.5, including transmission of unhashed or prohibited data;
Generated Output, and its publication, delivery, or distribution;
Customer’s advertising, targeting, audiences, exclusions, placements, offers, claims, disclosures, landing pages, products, services, pricing, fulfillment, and dealings with its own customers, including any claim of discriminatory targeting or of failure to declare or comply with a special or restricted ad category;
Media purchased at Customer’s direction, and any claim by an Ad Platform, publisher, inventory source, or measurement vendor relating to it;
Managed Services performed at Customer’s direction, instruction, or approval, and any configuration Customer approved or continued to operate;
violation of any Ad Platform’s terms or policies, or of any agreement with a supplier, licensor, client, marketplace, or third party;
violation of any law, including advertising, consumer protection, marketing, telemarketing, privacy, data protection, anti-discrimination, product safety, and export law;
any claim brought by a client, end customer, employee, or contractor of Customer, or by any person whose data or likeness appears in Customer Data, Customer Content, or Audience Data;
Customer’s use of and access to the Service, its configuration choices, its integrations, its credentials, and the acts and omissions of its users and clients; and
any breach of this Agreement.

This indemnity is not subject to the limitation of liability in Section 16 and is not capped. Customer’s obligation to defend arises on tender and is not contingent on any finding of liability. We may, at our option and at Customer’s expense, assume or participate in the defense and settlement of any claim with counsel of our choosing, and Customer will pay the reasonable fees, court costs, and disbursements of that counsel. We reserve the right to settle any such claim with the claimant, and Customer will be liable for the settlement amount and all related costs as though a trial had occurred. Customer may not settle any claim in a manner that imposes any obligation on us, admits fault by us, or fails to unconditionally release us, without our prior written consent.

15.2 Our obligation. We provide no indemnity. If the Service becomes, or we believe it may become, the subject of a claim that it infringes a third party’s rights, we may at our sole option and expense procure the right to continue providing it, modify or replace it, or terminate the affected subscription and refund prepaid Fees for the unused remainder of the then-current term. The preceding sentence states our entire obligation and Customer’s sole and exclusive remedy for any claim relating to infringement or misappropriation by the Service, and any liability under it is subject to the cap in Section 16.2.

16. Limitation of liability

16.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOST, WASTED, OVERSPENT, OR MISDIRECTED AD SPEND, LOST OR RESTRICTED AD ACCOUNTS OR SEATS, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS, DELETION, OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, MANAGED SERVICES, OR ANY MEDIA, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, MANAGED SERVICES, AND ANY MEDIA WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO US IN THE THREE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND US DOLLARS ($1,000), AND IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY EXCEED TEN THOUSAND US DOLLARS ($10,000). FEES DO NOT INCLUDE AD SPEND OR ANY AMOUNT PAID TO ANY AD PLATFORM OR THIRD PARTY, AND AD SPEND IS NOT RECOVERABLE FROM US UNDER ANY THEORY. MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.

16.3 Jurisdictional savings. Some jurisdictions do not allow the exclusion or limitation of certain damages, so parts of Sections 14, 16.1, and 16.2 may not apply. Where a total exclusion or limitation is not permitted, our total liability will not exceed ten thousand US dollars ($10,000). We do not exclude liability that cannot lawfully be excluded, including for death or personal injury caused by our negligence, or for fraudulent misrepresentation.

16.4 Customer’s obligations are not capped. Sections 16.1 through 16.3 do not limit Customer’s payment obligations, including for committed Media, Customer’s indemnity under Section 15.1, Customer’s breach of Section 9 or 10, or Customer’s fraud or willful misconduct.

16.5 Basis of the bargain. The Fees reflect this allocation of risk. These limitations are a material inducement to our provision of the Service, apply regardless of the form of action, and apply for the benefit of our affiliates, licensors, and service providers as third-party beneficiaries of this Section.

16.6 Time limit. Except for claims for unpaid Fees or Ad Spend, no claim arising out of or relating to this Agreement, the Service, or Managed Services may be brought more than one year after the claim first accrued, and any claim not brought within that period is permanently barred.

17. Dispute resolution

17.1 Governing law. This Agreement is governed by the laws of the State of Ohio, without regard to conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

17.2 Binding arbitration. Any dispute, claim, or controversy arising out of or relating in any way to this Agreement, the Service, Managed Services, or any Media (a “Dispute”) will be submitted to confidential binding arbitration. Arbitration is governed by the Federal Arbitration Act, administered by JAMS under its rules then in effect, before one arbitrator selected under those rules, seated in Franklin County, Ohio. Each party bears its own arbitration fees and costs. The award is final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator decides questions about the scope and enforceability of this provision, except that any challenge to the class action waiver in Section 17.5 may be decided only by a court. No arbitration may be consolidated or joined with any other party’s arbitration.

17.3 Carve-outs. Either party may bring an action in court for injunctive or equitable relief and for any Dispute concerning intellectual property or confidential information. We may bring an action in court, without first arbitrating, to collect unpaid Fees, Ad Spend, committed Media, or any other amount owed. Those actions, and any Dispute found not to be arbitrable, will be brought solely in the state or federal courts located in Franklin County, Ohio, and the parties consent to exclusive jurisdiction and venue there and waive any objection based on inconvenient forum.

17.4 Opt out of arbitration. Customer may opt out of Section 17.2 by sending written notice to the address in Section 18 within 30 days of first accepting this Agreement, including Customer’s full legal name, account information, and a clear statement of intent to opt out. If Customer opts out, Disputes will be resolved in the courts identified in Section 17.3.

17.5 Class action waiver. EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, WHETHER IN COURT OR IN ARBITRATION, AND WILL NOT JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF OTHERS. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. If this waiver is held unenforceable, the proceeding will continue solely on an individual basis in the courts identified in Section 17.3.

17.6 Jury trial waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

17.7 Attorneys’ fees. In any action or arbitration to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

18. General

Changes to this Agreement. We may amend this Agreement at any time by posting the amended version with a new effective date. Amendments take effect on the stated effective date and apply to all use of the Service on and after that date. Continued use after that date constitutes acceptance. Customer’s sole remedy for an amendment it does not accept is to stop using the Service and cancel under Section 13.1. We may, but are not required to, provide additional notice.

Electronic communications. Communications between the parties are by electronic means. Customer consents to receive communications from us electronically and agrees that all terms, notices, disclosures, approvals, and other communications provided electronically satisfy any legal requirement that they be in writing.

Marketing communications. By submitting an email address to us or creating an account, Customer agrees that we may send newsletters, marketing, and promotional materials. Customer may opt out through the unsubscribe link or by writing to the address below. Transactional, billing, security, and administrative messages will continue.

Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, labor conditions, government or regulatory action, epidemic, utility, internet, telecommunications, or infrastructure failures, cyberattacks, and the acts, omissions, outages, restrictions, policy changes, seat or account actions, or discontinuation of any third-party platform, inventory source, or service provider.

Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent, and any attempt to do so is void. A change of control of Customer is an assignment. We may assign freely.

Notices. Notices to us must be sent to the address below with delivery confirmation required. Notices to Customer may be given by email to any address on Customer’s account, by posting in the Service, or by posting to our website, and are effective on sending or posting. Customer is responsible for maintaining a current email address.

Order of precedence. An Additional Agreement controls over this Agreement as to the subjects it addresses. Otherwise this Agreement controls. Any preprinted, click-through, portal, vendor-onboarding, or purchase order terms submitted by Customer are rejected, are of no effect, and do not modify this Agreement, regardless of whether we sign, acknowledge, or perform after receiving them.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship.

No third-party beneficiaries. Except as stated in Sections 15.1 and 16.5, this Agreement creates no rights in any third party, including Customer’s clients or end customers.

Severability and waiver. If any provision is held invalid or unenforceable, it will be reformed to the minimum extent necessary to make it enforceable and to preserve the parties’ intended allocation of risk, or severed if it cannot be reformed, and the remainder continues in full force. If any limitation or exclusion of liability is held unenforceable in part, it applies to the maximum extent permitted. No failure or delay in exercising a right is a waiver, and no waiver is effective unless in writing.

Export and sanctions. Customer will comply with all export control and economic sanctions laws and represents that it is not located in, organized under the laws of, or ordinarily resident in an embargoed or sanctioned jurisdiction, and is not identified on any restricted party list.

US Government users. The Service is commercial computer software provided with restricted rights under FAR 12.212 and DFARS 227.7202.

Interpretation. This Agreement is in English, and the English version controls. Headings are for convenience only. “Including” means “including without limitation.” This Agreement will not be construed against the drafter.

Entire agreement. This Agreement, together with our Privacy Policy and any Additional Agreement, is the entire agreement between the parties and supersedes all prior or contemporaneous proposals, demonstrations, statements, and understandings, written or oral. Customer has not relied on any representation not expressly set out here. No modification is effective unless posted under this Section or signed by an authorized representative of each party.

Better Cheaper Now LTD D/B/A Waterbucket 1383 Hempwood Drive Columbus, Ohio 43229, United States team@waterbucket.com