1.Introduction

These Terms of Use ("Terms") govern your access to and use of the services ("Services") provided by BrightEdge Marketing Limited, a Hong Kong private company limited by shares, with its principal address at 1258 Infinitus Plaza, 199 Des Voeux Rd Central, Sheung Wan, Hong Kong ("BrightEdge," "we," "us," or "our"). By using our Services, you agree to be bound by these Terms. If you do not agree, you must not access or use our Services.

If you do not accept these Terms, you may not access or use the Services.

1.1. Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to use the Services. If you are accessing the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1.2. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms, including any updates or modifications we may make from time to time. Continued use of the Services after changes are posted constitutes your acceptance of those changes.

1.3. Privacy and Data Protection

Your use of the Services is also subject to our Privacy Notice, which explains how we collect, use, and protect your personal data.

1.4. Know Your Customer (KYC) Requirements

To comply with applicable legal, regulatory, and platform requirements, we may require you to undergo Know Your Customer (KYC) verification prior to or during your use of the Services. You agree to promptly provide accurate, complete, and current information and documentation upon request. Failure to comply with KYC requirements may result in denial, suspension, or termination of access to the Services, at our sole discretion.

2.Scope of Services

BrightEdge provides a range of marketing and advertising solutions ("Services") to facilitate performance-driven campaigns across digital platforms. Our Services may include granting you access to our Business Manager advertising account(s) ("Ad Accounts") to create, manage, and run campaigns on platforms such as Pinterest, Facebook, Instagram, TikTok, Google Ads, Snapchat, and other supported channels ("Platforms").

Additionally, we may offer Payment Card Services, facilitating payment methods such as corporate credit cards to process advertising expenditures incurred through the Ad Accounts.

We also provide supplementary professional services – such as campaign planning, advertising strategy, and consultancy – which will be detailed and agreed upon separately through written scopes of work, service agreements, invoices, or service orders.

All Services are subject to these Terms and any additional agreements executed between you and BrightEdge.

3.Account Access. Campaign Management

3.1. Limited License

You are granted a limited, non-exclusive, revocable license to use our Ad Accounts exclusively for conducting advertising campaigns that comply with all applicable laws, platform policies, and these Terms. Sharing, sublicensing, or misuse of access credentials is strictly prohibited.

3.2. Content Responsibility and Compliance

You bear full responsibility for all advertising content and campaigns created or managed using the Ad Accounts. All campaigns must conform to: (1) the relevant Platform’s advertising policies and guidelines; (2) applicable intellectual property, consumer protection, and advertising laws; and (3) any additional restrictions or instructions issued by BrightEdge.

We reserve the right to reject, remove, or require modification of any content or campaign deemed non-compliant, harmful to our reputation, or legally questionable.

3.3. Monitoring and Enforcement

While we may monitor activity within our Ad Accounts to ensure compliance, we are not obligated to do so. If we identify any conduct that: (1) violates laws or platform policies; (2) appears fraudulent, deceptive, or damaging; or (3) risks penalties or harm to BrightEdge, we may immediately suspend or terminate your access to the Services, with or without prior notice.

4.Payment. Billing

By accessing and using our Services, you accept full financial responsibility for all charges incurred through your use of advertising tools, including but not limited to advertising spend, platform fees, and any agency service fees as applicable.

4.1. Billing Methods

We may provide or facilitate payment methods (collectively “Payment Card Services”) such as credit cards, debit cards, virtual cards, or other financial instruments to process payments related to your campaigns. All charges processed via these methods are incurred on your behalf, and you agree to pay all such amounts promptly and in full.

4.2. Client Financial Responsibility

You acknowledge and accept responsibility for all charges associated with your use of the Ad Accounts, including without limitation: (1) platform advertising spend regardless of campaign outcome or approval status; (2) any fees, penalties, or interest imposed by the platforms due to late or missed payments; (3) fees or costs arising from declined or misused payment methods.

We reserve the right to recover any outstanding balances by pursuing collections or offsetting such amounts against any payments or services owed to you.

4.3. Disputes and Refunds

Any disputes regarding charges must be addressed directly with the relevant advertising Platform. BrightEdge is not responsible for handling refund requests, credit issuance, or dispute resolutions with third-party platforms.

Chargebacks or any attempts to reverse valid charges without prior agreement are strictly prohibited. Such actions constitute a material breach of this Agreement and may result in immediate suspension of Services, legal action to recover owed amounts, and additional damages.

5.Responsibilities. Conduct

5.1. Compliance with Laws and Platform Rules

You agree to use the Services in a lawful, ethical, and responsible manner. You must ensure that all advertising campaigns strictly comply with all applicable laws and regulations, including but not limited to local, regional, national, and international laws, consumer protection statutes, privacy regulations, advertising standards, and any platform-specific terms and policies. Use of the Services for any unlawful, fraudulent, deceptive, or malicious activities is strictly prohibited.

5.2. Accuracy and Currency of Information

You warrant that all information you provide to BrightEdge – whether during registration, onboarding, or ongoing campaign management – is accurate, complete, current, and truthful. You are responsible for promptly updating such information as necessary. Failure to maintain accurate and up-to-date information may lead to suspension, restriction, or termination of your access to the Services.

5.3. Indemnification

You agree to indemnify, defend, and hold harmless BrightEdge, its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (1) your use or misuse of the Services; (2) your breach of these Terms or any applicable laws or regulations; (3) any advertising content, materials, or campaigns you provide or authorize; (4) any third-party claims related to your business activities or campaigns.

6.Platform and Campaign Compliance

6.1. Compliance with Platform Policies

You acknowledge that our Services are dependent on third-party advertising Platforms. You agree to comply fully with all applicable platform terms, advertising guidelines, community standards, and policies as they may be amended from time to time.

6.2. Platform Autonomy and Associated Risks

You understand and accept that all advertising content is subject to independent review and approval by the respective platforms. BrightEdge does not control, influence, or guarantee the approval, performance, or visibility of any ads. Any account suspensions, disapprovals, restrictions, or limitations imposed by platforms are beyond BrightEdge’s control. Accordingly, BrightEdge shall not be held liable for any damages, losses, or costs arising from platform enforcement actions, policy violations, or any performance outcomes.

6.3. Suspension and Restriction of Services

BrightEdge reserves the right to suspend, restrict, or terminate your access to Ad Accounts or related services if your advertising campaigns or conduct are determined to violate platform policies, pose a risk to BrightEdge’s standing with platforms, or otherwise threaten regulatory compliance or reputation. Such actions may be taken at BrightEdge’s sole discretion without liability.

7.Intellectual Property Rights

7.1. Ownership of BrightEdge Materials

All content, assets, technology, and proprietary materials provided by BrightEdge – including, without limitation, logos, designs, templates, documentation, marketing strategies, platform tools, and software – are and shall remain the exclusive property of BrightEdge or its licensors (collectively, the “BrightEdge Assets”). You are prohibited from copying, distributing, modifying, or creating derivative works based on any BrightEdge Assets without our prior written authorization. Unauthorized use of BrightEdge Assets may result in immediate suspension or termination of Services and could subject you to legal remedies.

7.2. Ownership of Client Materials

Any advertising content, creative assets, trademarks, or proprietary materials that you supply to BrightEdge or utilize within your campaigns (collectively, “Client Materials”) shall remain your sole property. By submitting Client Materials, you grant BrightEdge a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute such materials solely to the extent necessary to perform the Services under these Terms. This license will terminate automatically upon conclusion of the Services, except as otherwise required by law or applicable contractual obligations.

7.3. Third-Party Content and Compliance

You represent and warrant that all Client Materials, including any third-party content or intellectual property incorporated therein, do not infringe upon any third-party rights, including copyrights, trademarks, or other proprietary interests. BrightEdge disclaims any liability for claims arising from unauthorized or unlawful use of third-party content within your campaigns.

8.Confidentiality

8.1. Confidential Information

Each party may receive or have access to confidential, proprietary, or non-public information (“Confidential Information”) from the other party in connection with the Services. Such information may include, but is not limited to, business plans, marketing strategies, customer data, financial information, and technical or system architecture.

8.2. Mutual Obligations

Both parties agree to (1) protect the Confidential Information with reasonable care; (2) use the Confidential Information solely for the purpose of performing or receiving the Services; and (3) not disclose the Confidential Information to any third party without the prior written consent of the disclosing party, except to legal advisors, affiliates, or as required by law. These confidentiality obligations shall survive termination of these Terms and remain in effect for a period of five (5) years thereafter.

8.3. Exceptions

Confidential Information shall not include information that (1) is or becomes publicly available through no breach of these Terms by the receiving party; (2) was lawfully known to the receiving party prior to disclosure; (3) is independently developed by the receiving party without reference to the Confidential Information; or (4) is obtained from a third party without breach of any confidentiality obligations.

9.Termination. Suspension

9.1. Termination by Either Party

Either party may terminate the Services at any time, for any reason, by providing written notice to the other party. Termination shall not relieve the Client of any payment obligations incurred or accrued prior to the effective date of termination.

9.2. Termination for Cause

We may immediately suspend or terminate your access to the Services if you (1) breach any provision of these Terms; (2) use the Services for unlawful, deceptive, or fraudulent activities; (3) initiate unauthorized chargebacks; or (4) fail to pay fees or comply with applicable platform requirements. In the event of termination for cause, no refunds will be issued, and all outstanding balances shall become immediately due and payable.

9.3. Effect of Termination

Upon termination of the Services, all licenses and access rights granted to you shall be revoked. Any active advertising campaigns may be paused or removed at our discretion. Each party shall, upon written request, return or destroy all Confidential Information of the other party, except to the extent retention is required by law or compliance obligations.

10.Governing Law. Jurisdiction

10.1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR), without regard to any conflict of law principles.

10.2. Jurisdiction and Venue

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of Hong Kong. You hereby irrevocably submit to the personal and exclusive jurisdiction of such courts. Notwithstanding the foregoing, the parties may mutually agree to pursue mediation or arbitration in Hong Kong prior to initiating any court proceedings.

10.3. Alternative Dispute Resolution

Prior to commencing any litigation, the parties may, in good faith and by mutual agreement, attempt to resolve disputes through mediation or other alternative dispute resolution mechanisms. Participation in such processes shall not constitute a waiver of any party’s right to commence litigation if the dispute remains unresolved.

11.Disclaimer. Limitation of Liability

11.1. No Warranty

The Services are provided “as is” and “as available,” without warranties of any kind, express or implied. BrightEdge does not guarantee that your campaigns will meet specific performance results, generate expected returns, or receive approval from advertising platforms. To the fullest extent permitted by law, we disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2. Limitation of Liability

To the maximum extent permitted by applicable law, BrightEdge shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, profits, goodwill, data, or use, arising from or related to the use of the Services, even if we have been advised of the possibility of such damages.

In any event, our total cumulative liability for all claims arising under these Terms or relating to the Services shall not exceed the total amount paid by you to BrightEdge for the Services in the three (3) months preceding the event giving rise to the claim.

11.3. Platform Dependency

You acknowledge and accept that BrightEdge relies on third-party platforms for service delivery. We are not responsible for platform outages, policy enforcement actions, or any technical or operational issues arising from such platforms.

12.Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from events beyond that party’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions or restrictions, internet or communication failures, platform outages, or other unforeseen circumstances. The affected party shall promptly notify the other party of the occurrence of such an event and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable.

13.General Provisions

13.1. Entire Agreement

These Terms, together with any referenced documents and separate agreements, constitute the complete and exclusive agreement between you and BrightEdge concerning the Services. They supersede all prior agreements, understandings, or communications, whether written or oral.

13.2. Amendments

BrightEdge reserves the right to modify or update these Terms at any time. Such changes will become effective upon posting on our website or by providing you with written notice. Your continued use of the Services after changes constitute your acceptance of the revised Terms.

13.3. Severability

If any provision of these Terms is deemed invalid or unenforceable by a competent authority, that provision will be amended to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full force and effect.

13.4. No Waiver

Failure or delay by BrightEdge to enforce any right or provision of these Terms shall not constitute a waiver of such right. Any waiver must be expressly made in writing and signed by an authorized representative of BrightEdge.

13.5. Assignment

You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from BrightEdge. BrightEdge may assign or delegate its rights and obligations under these Terms at its sole discretion without restriction.

13.6. Contact Information

Contact Information

If you have any questions, requests, or concerns regarding these Terms or our Services, please contact us using the details above.