Terms of Service (2025)

Effective from October 1, 2025.

1.Scope and Applicability

1.1. These Terms of Service (“Service Terms”) govern the use of the services made available by Nexd OÜ (“Provider”), via its proprietary Nexd campaign management platform (“Platform”, as further defined below). The services include access to and use of the Platform and any related digital advertising services, features, tools, or support provided by the Provider (collectively, the “Services”, as further defined below).

1.2. These Service Terms apply to all users of the Platform, whether natural persons or legal entities (each a “Customer”). The Platform and Services are intended solely for business use. By accessing or using the Platform or the Services, the Customer confirms that (i) it is acting for purposes relating to its trade, business or profession and is not using the Services as a consumer within the meaning of applicable law, and (ii) in the case of a natural person, that it is at least 18 years old or otherwise has full legal capacity under applicable law.

1.3. By subscribing to any paid subscription plan, signing up to a limited free or discounted trial (availability and duration of trials subject to Provider’s discretion) or otherwise accessing or using the Platform, you acknowledge and agree that you have entered into and a binding Agreement is formed between Provider and you as a Customer, subject to the terms and conditions of these Service Terms and other documents and terms governing the Agreement.

1.4. Where the Customer is a legal entity, the person accepting these Service Terms represents and warrants that they have the legal authority to bind the Customer to the Agreement.

2. Definitions

2.1. “Agreement” means the legal relationship between the Customer and the Provider established under these Service Terms and any documents incorporated by reference, including the Data Processing Agreement and the Privacy Policy.

2.2. “Customer Data” means any materials, data, information, advertisements, creatives, or other content uploaded to or disseminated via the Platform by the Customer.

2.3. “Customer” means any legal or natural person that has entered into an Agreement with Provider concerning the use of the Services.

2.4. “Platform” means the proprietary digital campaign management platform developed and operated by the Provider under the name “Nexd,” through which the Services are provided. The Platform includes (i) the websites nexd.com, adcanvas.com and media.adcanvas.com and their respective subdomains; (ii) any related applications (including desktop and mobile apps), APIs, software, user interfaces, and technical infrastructure; and (iii) any content files, sample files, source code, scripts, instruction sets, or other software components made available as part of the Services, as well as any related documentation provided by the Provider.

2.5. “Provider” means Nexd OÜ, an Estonian limited liability company, commercial register code 11514601, registered address Jõe tn 2a, 10151 Tallinn, Republic of Estonia.

2.6. “Services” means the digital advertising-related services made available by the Provider through the Platform, including access to and use of the Platform itself, as well as all features, functionalities, tools, campaign management capabilities, analytics, integrations, documentation, support resources, and any other components or deliverables provided by the Provider in connection with the Customer’s subscription. The scope of Services may vary depending on the selected service tier or features.

2.7. “Subscription Fee” means the amount payable by the Customer for access to and use of the Services, as set out in the pricing section of the Platform. The Subscription Fee is payable monthly in advance for each Subscription Term.

2.8. “Subscription Term” means the monthly billing period for which the Customer has subscribed to the Services, as specified during the ordering process, and which renews automatically on a monthly basis unless terminated in accordance with the Agreement.

3. Services and Use of Platform

3.1. The Provider grants the Customer a limited, non-exclusive, non-transferable, non-sub-licensable, and revocable right to access and use the Platform and the Services during a valid Subscription Term in accordance with the Agreement

3.2. All rights, title, and interest in and to the Platform, including but not limited to software, code, algorithms, designs, user interfaces, trademarks, and all related documentation, content, and materials, are and shall remain the exclusive property of the Provider or its licensors. Nothing in the Agreement shall be interpreted as transferring or assigning any intellectual property rights to the Customer. For the sake of clarity, any content, materials, or assets generated, assembled, or created through the Platform, including where such output incorporates or is combined with Customer Data, shall remain the intellectual property of the Provider. The Customer acknowledges and agrees that it does not acquire any ownership rights in the templates, graphics, code, design elements, or automated output logic used to generate such content. The Provider retains all intellectual property rights therein. The Provider shall use any generated content solely for the purpose of providing the Services to the Customer and shall not disclose, publish, license, or otherwise use such content for any other purpose, unless expressly authorised by the Customer. Nothing in this clause limits the Customer’s ownership of its own Customer Data.

3.3. The Provider may update or modify the Platform or the Services from time to time, including adding, changing, or removing features, provided that such modifications do not materially reduce the overall functionality of the Services.

3.4. The Platform may include, integrate with, or rely on third-party content, services, tools, libraries, APIs, or other resources that are not owned or controlled by the Provider. This may include, for example, font libraries, image repositories, ad serving technologies, analytics tools, or other software components made available by third-party providers under their own terms. The Provider does not guarantee the availability, accuracy, or reliability of any such third-party resources and shall not be liable for any issues, damages, or losses resulting from their use, unavailability, or modification. The Provider may modify or replace such third-party resources used within the Platform at any time, without prior notice, provided that such changes do not materially degrade the overall functionality of the Services.

4. Customer Obligations

4.1. The Customer shall use the Platform and Services in compliance with (i) the Agreement, (ii) applicable laws and regulations, including advertising, consumer protection, intellectual property, and data protection laws, and (iii) any technical documentation, usage guidelines, or policies made available by the Provider.

4.2. The Services are accessed through one or more user accounts created by or on behalf of the Customer. The Customer is responsible for (i) ensuring that only authorised individuals are granted access to its accounts, (ii) maintaining the confidentiality and security of all login credentials and access methods, and (iii) all activities carried out under its account(s), whether authorised or unauthorised. The Customer shall ensure that all persons accessing the Services on its behalf comply with the Agreement and use the Services solely in accordance with the rights granted. The Customer shall not share login credentials with any unauthorised third party and shall implement appropriate internal controls to prevent unauthorised access or misuse. The Customer must notify the Provider without undue delay upon becoming aware of any actual or suspected unauthorised access, use, or other security incident affecting its account(s). The Provider may suspend access to the Services if it reasonably suspects misuse or compromise of account credentials.

4.3. The Customer shall not: (i) use the Platform or the Services for any unlawful, misleading, or fraudulent activity; (ii) attempt to gain unauthorized access to the Platform or interfere with its normal operation; (iii) resell, sublicense, or otherwise make the Services available to third parties unless expressly permitted in writing by the Provider.

4.4. The Customer shall not, and shall not permit any third party to: (i) reproduce, modify, copy, or create derivative works of the Platform or any part thereof; (ii) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Platform; or (iii) remove or alter any copyright, trademark, or proprietary notices.

4.5. The Customer shall cooperate with the Provider in good faith to address any issues relating to the use or performance of the Platform and shall not obstruct or interfere with the Provider’s technical or support processes.

4.6. The Customer shall remain fully responsible for any third parties engaged by the Customer in connection with the use of the Platform or Services, including subcontractors, agents, data processors, or other service providers. The Customer shall ensure that such third parties comply with the Agreement and applicable laws, and the Customer shall be liable for any acts or omissions of such third parties as if they were its own.

4.7. The Customer shall not disclose or misuse any non-public information of the Provider received in the course of using the Services, including technical documentation, support materials, or non-public pricing, unless required by law.

5. Customer Data

5.1. The Customer is solely responsible for the accuracy, legality, and quality of any Customer Data it submits to or disseminates via the Platform and for ensuring that such Customer Data complies with applicable law and does not infringe any third-party rights. The Customer shall not upload to or use the Platform to distribute any Customer Data that (i) infringes intellectual property or privacy rights, (ii) is unlawful, defamatory, obscene, or misleading, (iii) contains malicious code, viruses, or other harmful components; or (iv) poses a risk to other users, third parties, the Provider, or the availability, integrity, or security of the Services.

5.2. The Provider reserves the right, at its sole discretion and without prior notice, to refuse, block, censor, remove, delete, or modify any Customer Data if it considers such data to be in conflict with applicable law or these Service Terms. The removal, deletion, blocking, or modification of Customer Data under this clause shall not give rise to any right to compensation, reimbursement, or other claims by the Customer.

5.3. The Customer retains all rights to its Customer Data but grants the Provider a non-exclusive, royalty-free, worldwide licence to use such Customer Data solely for the purpose of providing the Services and fulfilling its obligations under the Agreement.

5.4. The Provider may use aggregated and anonymized data derived from the Customer’s use of the Services for the purposes of (i) analytics, (ii) service improvement, and (iii) statistical reporting, provided that such data does not identify the Customer or any individual.

6. Availability and Support

6.1. The Provider does not guarantee uninterrupted access to or error-free operation of the Platform. Temporary interruptions may occur due to maintenance, updates, or technical issues. However, the Provider will use reasonable efforts to minimise disruption and to ensure that any scheduled maintenance, updates, or other necessary downtime does not exceed four (4) hours per calendar day and occurs, where reasonably practicable, during off-peak U.S. hours.

6.2. The Provider will use reasonable efforts to notify the Customer in writing of any scheduled, non-emergency maintenance or downtime at least seventy-two (72) hours in advance. In the event of unplanned or emergency maintenance, the Provider shall use commercially reasonable efforts to restore the availability of the Platform as promptly as possible.

6.3. The Provider may, at its discretion, offer support services to assist with the use of the Platform. Information about available support channels, service hours, and response times is provided on the Platform.

7. Fees and Payment

7.1. The Services are provided on a subscription basis. The applicable Subscription Fee depends on the features, usage limits, and service tier selected by the Customer, as set out in the pricing section of the Platform. The Subscription Fee is payable in advance for each Subscription Term.

7.2. Unless expressly stated otherwise, all fees are exclusive of value-added tax (VAT) and any other applicable taxes, duties, or charges, which shall be added in accordance with applicable law.

7.3. Payment shall be made using the methods offered during the ordering process. The Customer is responsible for any payment-related costs, including bank charges, currency conversion fees, and third-party transaction costs.

7.4. The Subscription Fee is non-refundable, except as expressly provided in the Agreement or where required by applicable law.

7.5. The Provider may change the Subscription Fee or modify the service tiers by updating the pricing section of the Platform. Any such changes will take effect from the start of the next Subscription Term. If the Customer does not agree to the changes, it may terminate its subscription before the renewal.

7.6. The Customer is responsible for ensuring that all billing and contact information is accurate and kept up to date.

7.7. Any objections to amounts payable for the Services must be submitted by the Customer in writing within seven (7) days from the date the relevant charges were made available to the Customer. If no such objection is received within this period, the charges shall be deemed accepted. Submitting an objection does not suspend the Customer’s obligation to pay any undisputed amounts by the applicable due date.

8. Term and Termination

8.1. The Agreement remains in effect for the duration of the Subscription Term and shall renew automatically on a monthly basis at the end of each Subscription Term, unless terminated in accordance with the Agreement.

8.2. If the Customer has subscribed to the Services under a trial period, the Agreement remains in effect for the duration of the trial period and will automatically convert into a paid subscription for the applicable service tier selected by the Customer, unless the Customer terminates the subscription before the end of the trial period.

8.3. The Customer may terminate the subscription at any time via the Platform’s account interface. Termination will take effect at the end of the then-current Subscription Term. No refunds will be issued for any unused portion of the Subscription Term.

8.4. Either party may terminate the Agreement with immediate effect by written notice if the other party (i) commits a material breach of the Agreement and fails to cure it within fourteen (14) days after receiving notice, or (ii) becomes insolvent or subject to bankruptcy, liquidation, or similar proceedings.

8.5. The Provider may suspend or restrict access to the Platform or terminate the Agreement with immediate effect if the Customer: (i) fails to pay any undisputed amounts when due; (ii) uses the Services in violation of applicable law or the Agreement; (iii) materially exceeds any usage limits or misuses the Platform; or (iv) presents a security, operational, or legal risk to the Platform or other users.

8.6. Upon termination of the Agreement, the Customer’s right to access and use the Services shall cease, and the Provider may deactivate or delete the Customer’s account, including any Customer Data. Any provisions of the Agreement which by their nature are intended to survive termination (including those relating to payment obligations, intellectual property, and liability) shall remain in force.

9. Liability

9.1. The Services, including the Platform, are provided on an “as is” and “as available” basis. The Provider makes no warranties or representations of any kind, whether express, implied, or statutory, including but not limited to warranties of (i) merchantability, (ii) fitness for a particular purpose, (iii) non-infringement of third-party rights, (iv) uninterrupted, secure, or error-free operation, (v) accuracy or reliability of results, data, or outputs, or (vi) suitability of the Services for the Customer’s intended use or business outcomes.

9.2. The Provider shall not be liable for any indirect or consequential damages, including but not limited to loss of revenue, loss of profits, loss of data, business interruption or reputational harm, even if advised of the possibility of such damages.

9.3. Without limiting the generality of the above, the Provider shall not be liable for any damages or losses resulting from (i) unauthorised access to or use of the Platform (including hacking or data breaches), (ii) disruptions caused by cyberattacks, denial-of-service attacks, or malicious code, (iii) third-party content or services integrated or used via the Platform, (iv) service interruptions due to technical maintenance, internet or hosting failures, or force majeure events, or (v) actions or omissions of the Customer or its systems.

9.4. The Provider’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the total amount of fees paid by the Customer to the Provider for the Services in the six (6) months preceding the event giving rise to the liability.

9.5. To the extent that applicable law does not allow certain exclusions or limitations set out in this clause, the Provider’s liability shall be limited to the maximum extent permitted by such law.

10. Indemnification

10.1. The Customer shall indemnify, defend, and hold harmless the Provider and its affiliates, directors, officers, employees, and subcontractors from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees and expenses) arising out of or in connection with: (i) the Customer’s or any authorised user’s breach of the Agreement; (ii) any use of the Services in violation of applicable law or third-party rights; (iii) any content, data, or materials submitted by the Customer or processed via the Services, including any claim that such content infringes intellectual property, privacy, or other rights of a third party; or (iv) the Customer’s use of the Services in combination with other software, systems, or data not provided or approved by the Provider, to the extent the claim would not have arisen but for such combination.

10.2. The Provider shall promptly notify the Customer of any claim for which it seeks indemnification and shall allow the Customer to control the defence and settlement of such claim, provided that (i) the Customer may not settle any claim in a manner that imposes liability or restrictions on the Provider without the Provider’s prior written consent, and (ii) the Provider may participate in the defence with its own counsel at its own expense.

10.3. This indemnification obligation is without prejudice to any other remedies available to the Provider under applicable law or the Agreement.

11. Personal Data

11.1. Each party shall comply with its respective obligations under applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR).

11.2. The Provider may, in the course of delivering advertisements, receive access to limited technical data such as IP addresses and device identifiers. This data is processed solely for the purpose of enabling the technical delivery of advertising content. The Provider does not use such data to identify individuals, does not link it to advertising performance data (such as impressions, engagement, or click-through metrics), and does not combine it with other data sets for profiling or targeting purposes.

11.3. The Services do not require the Provider to process personal data on behalf of the Customer. The Provider does not act as a data processor within the meaning of applicable data protection law, and the Customer does not instruct the Provider to process any personal data on its behalf.

11.4. All information relating to the Provider’s processing of personal data as an independent data controller (e.g. for account management, billing, or communications) is set out in the Provider’s Privacy Policy, which forms an integral part of these Service Terms and is available on the Platform.

12. Changes to Service Terms

12.1. The Provider may update or modify these Service Terms from time to time to reflect changes in legal requirements, business needs, or the Services offered. The updated version will be published on the Platform and will indicate the effective date.

12.2. Material changes to the Service Terms will be notified to the Customer by reasonable means, such as by email or a notice on the Platform, at least fourteen (14) days before they take effect.

12.3. If the Customer continues to use the Services after the effective date of the updated Service Terms, such use shall constitute the Customer’s acceptance of the revised terms. If the Customer does not agree to the changes, it must terminate its subscription and cease use of the Services before the changes take effect.

13. Notices

13.1. All notices, requests, consents, and other communications under the Agreement shall be made in English and delivered in writing.

13.2. The Provider may send general notices related to the Services (including updates to these Service Terms, billing information, service notifications, or legal communications) by (i) email to the email address associated with the Customer’s account or (ii) by posting a notice within the Platform interface. Such notices shall be deemed received when sent or published.

13.3. The Customer shall send all legal or contractual notices to the Provider in writing by email to [email protected] or via any designated contact form or channel available on the Platform. Notices shall be deemed received on the next business day after transmission, unless the sender receives a delivery failure notification.

13.4. The Customer is responsible for ensuring that its contact information, including its designated email address for legal notices, is accurate and kept up to date in the Platform’s account settings.

14. Governing Law and Dispute Resolution

14.1. These Service Terms, and the Agreement as a whole, shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law rules.

14.2. Any disputes arising out of or in connection with the Agreement shall be resolved through negotiations between the parties. If no resolution is reached, the dispute shall be submitted to Harju County Court (Harju Maakohus) as the court of first instance, unless otherwise required by mandatory provisions of applicable law.

15. Miscellaneous

15.1. The Agreement constitutes the entire agreement between the Customer and the Provider regarding the subject matter hereof and supersedes all prior negotiations, understandings, or agreements, whether oral or written.

15.2. If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid one that most closely reflects the intent and economic purpose of the original.

15.3. The failure of either party to enforce any provision of the Agreement shall not constitute a waiver of such provision or of the right to enforce it at a later time.

15.4. The Customer may not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the Provider. The Provider may assign the Agreement, in whole or in part without the Customer’s prior consent.

15.5. The relationship between the parties is that of independent contractors. Nothing in the Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

15.6. The English version of these Service Terms is the controlling version. Translations (if provided) are for convenience only and have no legal effect.