Terms of Service

These Terms of Service (these "Terms") are a binding contract between you and Amrak Integrated Marketing, Inc. ("Passion+," "we," "us," or "our"). These Terms govern your access to and use of the following Passion+ products and services: (i) the self-service advertising application at wiz.passionplusmedia.com (the "Wizard"); (ii) the related marketing website at passionplusmedia.com; and (iii) any other services that link to these Terms (collectively, the "Services"). The advertisements your campaign delivers are referred to as your "Campaign."

Please read these Terms carefully. Section 18 contains a binding arbitration provision and a class action waiver that affect your legal rights.

1. Acceptance

You accept these Terms when you (i) check the agreement box on the Wizard sign-up page; (ii) accept Stripe's terms-of-service consent prompt at checkout; or (iii) otherwise use the Services. If you do not agree to these Terms, do not use the Services.

If you are using the Services on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you and that organization.

You must be at least 18 years old and capable of entering into a binding contract to use the Services.

The Services are offered to customers located in the United States. By accessing or using the Services, you represent that you are located in the United States and that you are entering into these Terms in the United States. We do not offer the Services to customers located in the European Economic Area, the United Kingdom, or Switzerland. If you access the Services from outside the United States, you do so on your own initiative and at your own risk, and you are responsible for compliance with local law.

2. The Wizard service, summarized

The Wizard is a self-service tool that lets you plan, fund, and launch programmatic advertising campaigns through Passion+'s curated inventory access on the Magnite ad exchange and other downstream platforms.

When you use the Wizard, you provide information about your business and your campaign goals. The Wizard generates an AI-assisted business persona and an AI-assisted recommended campaign plan based on your inputs. The persona and plan are suggestions; you are responsible for reviewing them and deciding whether to launch. You can edit any field of the persona, change the campaign parameters, or decline to launch.

After you confirm the plan, upload creative materials, and complete payment through Stripe, your Campaign enters a "Provisioning" state for operator review and activation. Most Campaigns are activated within a short period after payment, but activation is not instant. If your Campaign cannot be activated due to inventory availability or other operational reasons, it remains in the Provisioning state until activation is possible or, in our discretion, we refund the unspent portion.

3. Your account

You may create one Wizard account per organization. You are responsible for maintaining the confidentiality of access to your account (including access to the email address that receives magic-link sign-in messages) and for all activity that occurs under your account. You will notify us promptly at [email protected] if you believe your account has been compromised.

4. Your campaign content; representations and warranties

You are solely responsible for everything you submit to the Wizard, including (a) the information you provide about your business and audience, (b) the creative materials (images, video, and any associated audio and text) you upload, and (c) the destination URL to which your advertisements drive traffic (collectively, "Your Content"). You represent and warrant that:

(a) Ownership and rights. You own Your Content, or you have all rights, licenses, consents, and permissions necessary to use it in connection with the Services and to grant the license in Section 5. This includes, where applicable, rights to all images, video footage, music, talent appearances, voiceover, and trademarks contained in your creative materials, and the right to direct traffic to the destination URL you specify.

(b) AI-generated content. If you create any creative material using an AI tool — whether the third-party Pomelli tool linked from the Wizard, any other AI tool we link to in the future, or any AI tool you choose to use independently — you remain solely responsible for confirming you have all rights to use the resulting material. The rules in (a) apply to AI-generated material in full.

(c) Lawful purposes. Your Content and your Campaign comply with all applicable laws, including U.S. federal and state consumer-protection and advertising laws (including the FTC Act, the FTC Endorsement Guides, and the CAN-SPAM Act), all applicable privacy laws (including CCPA/CPRA and the comprehensive privacy laws of other U.S. states), and all applicable industry self-regulatory standards (including the IAB Standard Terms and Conditions for Internet Advertising and the NAI/DAA self-regulatory codes).

(d) Magnite Quality Guidelines. Your Content complies with the publicly available Magnite Quality Guidelines (as updated from time to time), including the prohibition on sensitive-category targeting and on advertising in any category disallowed by Magnite. We may decline to run, suspend, or remove any Content that does not comply, with or without notice, and refunds for declined or removed Content are governed by Section 7.

(e) Prohibited categories. Your Content and your Campaign do not promote: illegal goods or services; firearms, ammunition, or weapons; tobacco, e-cigarettes, or related products to U.S. consumers; prescription pharmaceuticals to U.S. consumers without required disclosures; gambling other than in jurisdictions where lawful and properly licensed; adult content; hate speech, violence, or discrimination against any protected group; surveillance services; the harvesting or sale of personal information from children; or any activity that we, in our discretion, determine to be deceptive, misleading, or harmful to consumers.

(f) Destination URL. You own or have authorized control of the destination URL to which your Campaign directs click-traffic. You will not use the Wizard to direct click-traffic to any website, application, or other destination that you do not own or have permission to control, and you will not use a destination that hosts malware, phishing content, or any content that violates clause (e).

You agree to indemnify Passion+ as described in Section 14 for any breach of the warranties in this Section 4.

5. License to Your Content

You grant Passion+ a worldwide, non-exclusive, royalty-free, fully sublicensable license to host, store, reproduce, modify (for technical purposes only, such as resizing or format conversion required for delivery), publicly perform, publicly display, and distribute Your Content solely as needed to operate the Services and deliver your Campaign. The license terminates promptly after your Campaign ends or after your account is closed, except that we may retain copies of Your Content as needed to comply with our legal obligations and our retention practices described in the Privacy Policy.

6. Our intellectual property

The Services (other than Your Content and any third-party content) are owned by Passion+ and our licensors and are protected by U.S. and international intellectual property laws. "Passion+," the Passion+ logo, "Amrak Solutions," and related marks are our trademarks. We reserve all rights not expressly granted to you in these Terms. Nothing in the Services grants you any license to use our trademarks, and you will not use them without our prior written consent.

The recommended-plan output and any other Wizard-generated outputs are provided for your use in connection with your Campaign. You will not disclose, redistribute, or use the recommended-plan output other than in connection with your Campaign, and you will not disclose any inventory identifiers or other technical metadata that may incidentally appear in the Services.

6.1 Copyright complaints (DMCA notice-and-takedown)

Passion+ respects the intellectual property rights of others and expects users of the Services to do the same. If you believe that material on the Services infringes your copyright, you may submit a notification under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512.

To submit a DMCA notification, send a written notice to our designated agent that includes all of the following:

• a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed (or, if multiple works are covered by a single notification, a representative list of those works);
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, with information reasonably sufficient to permit us to locate the material (for example, a URL or screenshot);
• information reasonably sufficient to permit us to contact you, such as an address, telephone number, and email address;
• a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right allegedly infringed.

Send DMCA notifications to our designated agent:

DMCA Designated Agent
Amrak Integrated Marketing, Inc.
Email: [email protected]
Mailing address: [as listed in Section 21]

Our designated agent is registered with the United States Copyright Office; the current registration is available at https://www.copyright.gov/dmca-directory/.

Counter-notification. If material you submitted to the Services has been removed or disabled as the result of a DMCA notification, you may submit a counter-notification by sending a written notice to our designated agent that includes all of the following:

• your physical or electronic signature;
• identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled;
• a statement, made under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and
• your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if your address is outside the United States, the District of Delaware), and that you will accept service of process from the person who provided the original DMCA notification or an agent of that person.

If we receive a valid counter-notification, we will forward it to the person who submitted the original DMCA notification, and we may restore the removed material 10 to 14 business days after forwarding the counter-notification unless the original complainant first notifies us that it has filed a court action seeking to restrain the alleged infringer.

Repeat infringers. It is our policy to terminate, in appropriate circumstances, the accounts of users who are determined to be repeat infringers of copyright.

Misrepresentations. Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed or disabled by mistake or misidentification, may be liable for damages. Do not submit a DMCA notification or counter-notification unless you have a good-faith basis to do so.

7. Fees, billing, and cancellation

7.1 Pricing

Your Campaign fees are presented to you in the Wizard before checkout. You pay in U.S. dollars. Stripe processes all payments; by submitting your payment, you agree to Stripe's terms of service.

7.2 How charges occur

The Wizard supports multiple payment frequencies for your campaign, allowing you to pay the total campaign cost upfront or to break the payments into weekly installments throughout the course of the campaign. Additionally, for Campaigns billed in weekly installments, the Wizard supports auto-renewal of a campaign on the same terms on a recurring basis ("auto-renew"). Auto-renew is not available for Campaigns paid in full upfront. The Wizard's date-range step shows you how your selected configuration will be billed.

For Campaigns with weekly installments enabled, you authorize Passion+ to charge your payment method on file at checkout, and at each successive one-week point in time during the Campaign, in an amount equal to: (total Campaign budget × 7) / (number of days specified in Campaign), with the last charge pro-rated to the number of days remaining in the Campaign. You can cancel your Campaign at any time from your dashboard.

For Campaigns with auto-renew enabled, you authorize Passion+ to charge your payment method on file at the cadence and time disclosed in the Wizard up to the Campaign budget, over each of (a) the time period specified in your campaign, and (b) each successive renewal time period, each the duration of the time period specified in your campaign, until cancelled. You can disable auto-renew or cancel your Campaign at any time from your dashboard.

7.3 Cancellation

You may cancel your Campaign or disable auto-renew at any time from your dashboard.

When you cancel:

• Future scheduled weekly installment charges stop immediately.
• Auto-renew is disabled immediately and future scheduled auto-renew charges stop immediately.
• Impressions already served cannot be refunded.
• Any unspent prepaid media budget will be reviewed for refund by our team, less a 5% administrative fee covering payment-processing and cancellation-handling costs. Refunds issued under Section 7.4 (for example, where we are unable to activate your campaign or your creative is rejected) are not subject to this fee.

7.4 Refunds

We will refund the unspent portion of fees in the following limited circumstances:

• Your Campaign cannot be activated by us for an extended period due to inventory unavailability or other operational reasons, and you have not yet received the advertising delivery you paid for;
• Your creative materials are rejected by the underlying programmatic infrastructure (including Magnite Quality Guidelines pre-bid filtering) such that your Campaign cannot deliver substantially as configured, and we are unable to find an alternative within a reasonable time;
• Errors in our billing (for example, a duplicate charge); or
• As otherwise required by applicable law.

Outside of these circumstances, fees are non-refundable. Refunds (where due) are issued to the original payment method.

7.5 Pre-billing reminders and post-purchase confirmation

When you complete payment, we send a confirmation that includes the amount charged, the next-scheduled-charge date (if you have selected weekly payments), and a link to your dashboard where you can manage or cancel your Campaign, and we also send a pre-billing reminder approximately three days before the next weekly installment, including the installment amount, the date and time of the next charge, and a link to your dashboard where you can manage or cancel your Campaign.

For Campaigns with auto-renew enabled, we send a confirmation when your campaign is activated indicating the auto-renew date and a link to your dashboard where you can disable auto-renew, and we also send a pre-billing reminder approximately three days before the next auto-renew charge, including the renewal amount, the date and time of the next charge, and a link to your dashboard where you can disable auto-renew.

7.6 California subscribers

If you are a California resident, you have additional rights under the California Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600 et seq.). You may cancel your auto-renewing Campaign at any time using the cancellation mechanism in your dashboard.

8. Campaign delivery; no guarantee

We use commercially reasonable efforts to deliver your Campaign substantially as configured. We do not guarantee any specific level of impressions, reach, clicks, conversions, audience composition, attribution, or business outcomes. The estimated impressions and other figures the Wizard provides are estimates only, based on the parameters you selected and on assumptions about inventory availability and pricing that may change.

Campaign delivery may be affected by factors outside our control, including the underlying programmatic infrastructure (auction dynamics, inventory availability, fraud-filter results), creative-acceptance decisions of the underlying publishers, your destination URL's availability, and your compliance with Section 4.

Our "fraud-verified" inventory and "human-verified" claims refer to industry-standard pre-bid and post-bid invalid-traffic filtering provided by the underlying programmatic infrastructure. No filtering technology eliminates invalid traffic entirely; we do not guarantee that 100% of impressions are delivered to human consumers.

9. AI-assisted outputs

The Wizard uses AI to generate a business persona, a recommended campaign plan, and certain other suggestions based on your inputs. These outputs are suggestions only and are not a guarantee of campaign performance, accuracy, or fitness for any particular purpose. You are responsible for reviewing all AI-generated outputs before you launch your Campaign, and for the consequences of any Campaign you choose to launch.

If we link to a third-party AI tool (currently Google Labs's Pomelli, and potentially others), the third-party tool is operated by that third party under its own terms. We are not responsible for the third-party tool's outputs or for the third party's data practices, and we do not have a commercial relationship with that third party for the link. You are responsible for confirming that you have all rights to use any creative materials you generate with a third-party tool. See Section 4(b).

10. Conversion tracking

If you implement our optional conversion-tracking postback, you send us event data described in our Tracking Guide. We use this data only to report performance to you and to optimize your Campaign. We do not use your conversion data for benchmarking, lookalike modeling, or optimizing other Advertisers' campaigns, and we do not share your conversion data with any third party other than the limited service providers (such as our infrastructure provider) that need access to operate the Services on our behalf. See the Privacy Policy for retention and processing details.

11. Acceptable use

In addition to the warranties in Section 4, you will not:

• reverse-engineer, decompile, or attempt to discover the source code or underlying technology of the Services;
• circumvent or attempt to circumvent any technological protection measure or access control;
• use the Services to compete with us (for example, by training a competing advertising-platform model on the Wizard's outputs);
• use any automated means (other than our published APIs, if any) to access the Services;
• interfere with the security or operation of the Services;
• impersonate any person or organization;
• misrepresent your affiliation with any person or organization;
• attempt to launch a Campaign for a destination URL you do not own or have authorized control of;
• attempt to upload malware, viruses, or other harmful code;
• use the Services for any purpose for which they are not intended.

We may suspend or terminate your account, with or without notice, if we determine that you have violated this Section 11 or any other provision of these Terms.

12. Third-party services

The Services interoperate with third-party services that you may use or that we use to operate the Services, including Stripe, Magnite, Google Analytics, the Pomelli tool from Google Labs, and others. Your use of any third-party service is governed by that service's own terms; we are not responsible for the operation of third-party services, and your relationship with any third-party service is between you and the third party.

13. Confidentiality

You may receive information from us that is identified as confidential or that a reasonable person would understand to be confidential, including campaign-plan output, inventory metadata, performance benchmarks, and pricing. You will use such information only as needed to use the Services and will not disclose it to any third party (other than your employees, contractors, and advisors who are bound by confidentiality obligations and who have a need to know). The obligations in this Section 13 survive termination of these Terms for three years.

14. Indemnification

You will defend, indemnify, and hold harmless Passion+ and our officers, directors, employees, contractors, and agents (the "Passion+ Parties") from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Your Content; (b) your Campaign; (c) your use of the Services in breach of these Terms; (d) your breach of any representation or warranty in Section 4; or (e) your violation of any law, regulation, or third-party right.

We will (i) promptly notify you of any claim subject to indemnification; (ii) give you reasonable control of the defense (provided that we may participate with our own counsel at our own expense); and (iii) reasonably cooperate with you at your expense.

15. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PASSION+ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR ANY UNDERLYING SYSTEMS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE CONDUCT OF ANY USER OR THIRD PARTY, OR ABOUT THE OUTCOMES YOU WILL ACHIEVE FROM USING THE SERVICES.

Some jurisdictions do not allow the disclaimer of certain implied warranties; to that extent, the disclaimers above do not apply to you.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PASSION+ PARTIES BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; OR (C) ANY DAMAGES FOR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE OR (II) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the limitation or exclusion of certain damages; to that extent, the limitations above do not apply to you.

17. Termination

Either party may terminate these Terms at any time. You may terminate by canceling your Campaign and closing your account through the dashboard. We may terminate or suspend your account at any time, with or without notice, if we determine that you have violated these Terms, that your use poses a risk to the Services or other users, or for any other reason in our reasonable discretion.

Upon termination, your right to use the Services ends. Sections 4–6 (including 6.1), 8, 10, 11, 13–18, and 20 survive termination.

18. Governing law; arbitration; class action waiver

18.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution first

Before filing any claim against us, you agree to attempt to resolve the dispute informally by contacting [email protected] and giving us 30 days to respond.

18.3 Binding arbitration

If we cannot resolve the dispute informally, any dispute arising out of or related to these Terms or the Services will be resolved by binding individual arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules, except that either party may seek injunctive relief in court for actual or threatened infringement of intellectual property rights or breach of confidentiality, and either party may bring a qualifying claim in small-claims court.

The arbitration will be conducted in New York County, New York, or by remote proceeding, at the claimant's election. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

18.4 Class action waiver

YOU AND PASSION+ AGREE THAT ANY DISPUTE WILL BE BROUGHT ONLY IN INDIVIDUAL CAPACITY, NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN CLAIMS OF MULTIPLE INDIVIDUALS.

If the class action waiver is found unenforceable, then the entirety of this Section 18 is null and void as to that dispute, which will be resolved in the courts identified in Section 18.5.

18.5 Court venue

To the extent any dispute is not subject to arbitration, you and Passion+ irrevocably consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

19. Changes to these Terms

We may update these Terms from time to time. When we make a material change, we will post the updated Terms on the Services, update the "Last Updated" date above, and provide reasonable advance notice (for example, by email to your account email address) for changes that materially adversely affect you. Your continued use of the Services after the change becomes effective constitutes your acceptance of the updated Terms. If you do not accept a change, your sole remedy is to cancel your Campaign and close your account.

20. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any other policies referenced in the Services, are the entire agreement between you and Passion+ regarding the Services and supersede any prior agreements.

No assignment by you; assignment by us. You may not assign these Terms without our prior written consent; any attempted assignment without consent is void. We may assign these Terms freely, including in connection with a merger, acquisition, financing, sale of assets, reorganization, or bankruptcy.

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

No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it later.

Notices. We may give you notice through the Services, by email to the address associated with your account, or by other reasonable means. You may give us notice at [email protected].

Independent contractors. You and Passion+ are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship.

Force majeure. We are not liable for any delay or failure in performance caused by events outside our reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental actions, internet or telecommunications failures, or failures of third-party services or infrastructure (including the underlying programmatic ad infrastructure).

21. Contact

Amrak Integrated Marketing, Inc.
111 Overlook Drive, Greenwich, CT 06830

Email: [email protected]