Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") govern your access to and use of the OpenWay AI platform (the "Service") operated by OpenWay AI, Inc. ("OpenWay AI", "we", "our", or "us").

By accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy and User Data Deletion Instructions, each of which is incorporated by reference.

If you do not agree to these Terms, you may not use the Service.

If you are using the Service on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and "you" refers to that entity.

2. Description of Service

OpenWay AI provides an AI-powered marketing platform that enables users to:

• Generate, edit, and optimize marketing content across multiple formats and channels.
• Create, manage, and continuously enhance landing pages and websites.
• Design and execute go-to-market campaigns, including multi-channel assets such as ads, messaging, and creative content.
• Analyze business data, customer interactions, and performance metrics.
• Run, test, and iterate on growth strategies through automated experimentation.
• Leverage AI-driven insights that continuously improve based on accumulated business data and interactions.
• Automate aspects of marketing execution, content generation, and campaign optimization.
• Manage and utilize business information to generate reports, proposals, and other business materials.

The Service continuously learns from business data and user interactions to improve outputs and recommendations over time, subject to the restrictions set out in these Terms and our Privacy Policy (including the Limited Use restrictions on Google user data).

We may modify, update, or discontinue any part of the Service at any time. For material changes that adversely affect you, we will provide reasonable advance notice where practicable.

3. Eligibility

You must:

• Be at least 18 years old.
• Have the legal capacity to enter into a binding agreement.
• Use the Service in compliance with applicable laws and regulations.

If you use the Service on behalf of an entity, you represent that you have authority to bind that entity.

You may not use the Service if you are barred from doing so under the laws of the United States or any other jurisdiction, including any country subject to comprehensive U.S. economic sanctions, or if you are listed on any U.S. government list of prohibited or restricted parties.

4. Account Registration and Security

You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activities that occur under your account.
• Notifying us immediately at team@openway.ai of any unauthorized use of your account or other security breach.

You agree to provide accurate, current, and complete information and to keep that information up to date.

We support multi-factor authentication and recommend that you enable it. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

5. Acceptable Use

You agree NOT to:

• Use the Service for any unlawful, infringing, harmful, or prohibited purpose.
• Upload, transmit, or process illegal, infringing, defamatory, harassing, hateful, or otherwise harmful content.
• Reverse-engineer, decompile, disassemble, or attempt to extract source code, algorithms, or model weights from the Service, except to the extent permitted by mandatory law.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Service, its infrastructure, or any user's account.
• Use the Service to develop, train, or improve a competing product or service, including a competing AI model.
• Scrape, crawl, or extract data from the Service except as expressly permitted.
• Circumvent rate limits, access controls, or other technical measures.
• Use the Service to send unsolicited bulk communications (spam) or to violate the CAN-SPAM Act, GDPR, ePrivacy Directive, or analogous laws.

5.1 AI-Specific Restrictions

You further agree NOT to use the Service:

• To generate misleading, deceptive, or fraudulent content, including content that impersonates a real person, brand, or entity without authorization.
• To generate content that infringes intellectual property rights or violates privacy rights.
• In ways that may cause harm to individuals, businesses, or systems.
• For automated decision-making with legal or material impact on individuals without meaningful human review.
• To generate sexual content involving minors, content depicting graphic violence, or content promoting self-harm, terrorism, or illegal activities.
• To generate content that violates the policies of any platform on which you intend to publish such content (including Google Ads policies, Meta Advertising Standards, and applicable platform community guidelines).
• In violation of applicable AI, privacy, consumer-protection, or data-protection regulations (including the EU AI Act, where applicable).

5.2 Platform Policy Compliance

When you use the Service to create content for distribution on third-party platforms (such as Google Ads, Meta Ads, LinkedIn Ads, TikTok Ads), you remain solely responsible for ensuring that such content complies with the policies of those platforms. We do not guarantee that AI-generated content will be approved by, or comply with the policies of, any third-party platform.

We reserve the right to suspend or terminate access for violations of these Terms.

6. Third-Party Integrations

6.1 Google Integration

If you connect your account to Google services (including Google Workspace, Google Ads, Google Analytics, or Google Search Console), you authorize OpenWay AI to access your Google data only as expressly permitted by you through Google's OAuth consent flow.

You may revoke OpenWay AI's access at any time at https://myaccount.google.com/permissions.

OpenWay AI's use and transfer of information received from Google APIs to any other application will adhere to the Google API Services User Data Policy, including the Limited Use requirements. Where applicable, OpenWay AI's use of information received from Google Workspace APIs will adhere to the Google Workspace API User Data and Developer Policy.

We do not:

• Use Google user data for advertising (including retargeting, personalized, or interest-based advertising).
• Sell, license, or transfer Google user data to third parties, except as permitted under the Limited Use exceptions.
• Use Google user data to train, fine-tune, or develop generalized or non-personalized AI/ML models.
• Use Google user data beyond what is necessary to provide the user-facing features you have authorized.

6.2 Google Ads

When you connect a Google Ads account, you confirm that you (i) own or are authorized to manage that account, and (ii) will use the Service in compliance with the Google Ads Policies, Google Ads API Terms of Service, and Personalized Advertising Policy.

You acknowledge that we are not responsible for the approval, performance, or compliance status of any campaign created or modified through the Service.

6.3 Meta (Facebook, Instagram, WhatsApp) Integration

If you connect your Meta account or Meta Business account, your use of the Service in connection with Meta data is also subject to the Meta Platform Terms, Meta Developer Policies, Meta Advertising Standards, and Meta Commercial Terms.

You confirm that you (i) own or are authorized to manage the connected Meta assets, (ii) have obtained all necessary user consents required by applicable law in connection with data you upload to or process through the Service, and (iii) will use the Service in compliance with the Meta policies above.

We will only access permissions approved by Meta through the App Review process and only for the use cases declared and approved.

6.4 Other Third-Party Services

Where you connect or integrate other third-party services (LinkedIn, TikTok, HubSpot, Salesforce, Shopify, payment processors, etc.), your use is also subject to those third parties' terms.

We are not responsible for third-party services or their privacy and security practices. Your relationship with each third-party provider is governed by your agreement with that provider.

7. User Content

7.1 Ownership

You retain ownership of all content you submit, upload, or create through the Service ("User Content"), including any modifications you make to AI Outputs.

7.2 License to OpenWay AI

You grant OpenWay AI a limited, non-exclusive, worldwide, royalty-free, sublicensable (only to subprocessors providing services on our behalf) license to host, store, reproduce, process, transmit, display, and analyze User Content solely for the purposes of:

• Providing, operating, maintaining, and improving the Service.
• Generating AI Outputs you request.
• Complying with legal obligations.
• Preventing fraud, abuse, and security incidents.

This license terminates when you delete your User Content, except for (i) backup copies retained for a limited time as part of normal business continuity, and (ii) anonymized or aggregated data that cannot be associated with you.

7.3 Your Representations

You represent and warrant that:

• You own or have all necessary rights, licenses, consents, and permissions to upload, transmit, and process User Content through the Service.
• Your User Content does not infringe or violate any third-party rights (including intellectual property, privacy, publicity, or contract rights).
• Your User Content complies with all applicable laws and regulations.
• You have obtained any required consents or notices from individuals whose personal data is included in your User Content (including, for example, consent for processing personal data of customers used in audience segmentation or content personalization).

7.4 Restrictions on User Content

We may, but are not obligated to, review, remove, or restrict access to User Content that we believe violates these Terms or applicable law.

8. AI-Generated Content and Use Disclaimer

The Service uses artificial intelligence and machine learning technologies to generate content, recommendations, and outputs ("AI Outputs").

You acknowledge and agree that:

• AI Outputs may be inaccurate, incomplete, biased, or misleading.
• AI Outputs do not constitute legal, financial, medical, or other professional advice.
• AI Outputs may reflect limitations of training data, including biases.
• You are solely responsible for reviewing, validating, fact-checking, and exercising independent judgment before using or relying on AI Outputs.
• You must comply with applicable AI-disclosure laws, where required (for example, disclosing that content is AI-generated where mandated by law or platform policy).

OpenWay AI does not guarantee:

• The accuracy, completeness, originality, or reliability of AI Outputs.
• Non-infringement of third-party rights.
• Any specific business, financial, or marketing results.

Use of AI Outputs is at your own risk.

9. AI Risk Allocation

You assume full responsibility for:

• All decisions made based on AI Outputs.
• Any actions taken using AI Outputs (including publication of generated content).
• Compliance with applicable laws and regulations governing AI, advertising, consumer protection, and data protection.
• Compliance with platform policies for any platform on which you publish AI Outputs.

To the maximum extent permitted by law, OpenWay AI shall not be liable for:

• Business, marketing, or operational decisions made using the Service.
• Any damages resulting from reliance on AI Outputs.
• Any third-party claims arising from your use, modification, or distribution of AI Outputs.

10. AI Output and Intellectual Property

10.1 Ownership of AI Outputs

Subject to your compliance with these Terms, and to the extent permitted by applicable law:

• You may use AI Outputs for internal and commercial purposes.
• OpenWay AI does not claim ownership over AI Outputs generated for you.

10.2 Limitations

However, you acknowledge that:

• AI Outputs may not be unique. Similar or identical outputs may be generated for other users.
• Copyright protection of AI-generated content is uncertain in many jurisdictions and may not be available.
• We do not guarantee that AI Outputs are non-infringing or free of third-party rights.

You are solely responsible for ensuring that your use of AI Outputs is lawful and does not infringe any third-party rights.

10.3 Our Intellectual Property

All rights in the Service, including software, models, algorithms, technology, branding, trademarks, and documentation, are owned by OpenWay AI or our licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you, by implication or otherwise.

10.4 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose without obligation to you.

11. Fees and Payment

If applicable:

• Fees are billed according to your subscription plan.
• All fees are in U.S. dollars unless otherwise specified.
• Payments are non-refundable unless required by law.
• We may update pricing with at least 30 days' prior notice; updated pricing will apply at the start of your next billing cycle.
• Failure to pay may result in suspension or termination of access.
• You are responsible for all applicable taxes (other than taxes on our income).

12. Intellectual Property

All rights in the Service, including software, models, algorithms, training data (other than your User Content), technology, documentation, trademarks, and trade dress, are owned by OpenWay AI or our licensors.

You may not:

• Copy, modify, distribute, sell, lease, or create derivative works of any part of the Service.
• Use the Service beyond the scope of the license granted.
• Use any trademarks, logos, or branding of OpenWay AI without our prior written consent.

13. DMCA / Copyright Complaints

If you believe content available through the Service infringes your copyright, please send a written notice to our designated agent that includes the information required by 17 U.S.C. § 512(c)(3):

• Your physical or electronic signature.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the allegedly infringing material and its location on the Service.
• Your contact information (address, telephone number, email).
• A statement of good-faith belief that the use is not authorized.
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

DMCA Designated Agent

• OpenWay AI, Inc. — Attn: DMCA Agent
• 901 N Market Street, Suite #100, Wilmington, Delaware, 19801, USA
• Email: team@openway.ai

We may terminate the accounts of repeat infringers in appropriate circumstances.

14. Data and Privacy

Your use of the Service is governed by our Privacy Policy, which describes how we collect, use, and protect your information, including how we comply with the Google API Services User Data Policy and the Meta Platform Terms.

For instructions on how to delete your data — including data accessed via Google APIs and Meta APIs — see our User Data Deletion Instructions.

We process data in accordance with applicable laws (including GDPR, UK GDPR, CCPA/CPRA, and other applicable data-protection laws) and industry standards.

15. Termination

15.1 Termination by You

You may stop using the Service at any time. You may delete your account through the in-product Settings menu or by contacting team@openway.ai.

15.2 Termination by Us

We may suspend or terminate your access:

• For violation of these Terms or other applicable terms or policies.
• To comply with legal obligations or governmental orders.
• To protect the integrity and security of the Service or other users.
• For non-payment of fees.
• If you become subject to economic sanctions or appear on a restricted-party list.

15.3 Effect of Termination

Upon termination:

• Your right to access the Service ceases immediately.
• We will delete your User Content in accordance with our Privacy Policy retention schedule, subject to legal retention requirements.
• You may request export of your User Content for a limited period before deletion (where technically feasible).
• Sections that by their nature should survive (including 7.3, 8, 9, 10, 12, 13, 16, 17, 18, 19, and 20) will survive termination.

16. Disclaimer of Warranties

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by applicable law, we disclaim all warranties, including:

• Merchantability.
• Fitness for a particular purpose.
• Non-infringement.
• Accuracy or reliability of AI Outputs.
• Uninterrupted or error-free operation.
• Security or freedom from harmful components.

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the foregoing disclaimers apply to the maximum extent permitted by law.

17. Limitation of Liability

To the maximum extent permitted by law:

• OpenWay AI shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility of such damages.
• Our total cumulative liability for all claims arising out of or related to these Terms or the Service shall not exceed the greater of (i) the amount you paid to us in the twelve (12) months preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (USD $100).

The limitations in this Section 17 do not apply to: (a) liability for death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any other liability that cannot be limited under applicable law.

18. Indemnification

You agree to indemnify, defend, and hold harmless OpenWay AI and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service.
• Your User Content.
• Your violation of these Terms or any third-party rights.
• Your violation of any applicable law or regulation.
• Your use or distribution of AI Outputs.

We will provide you with prompt notice of any such claim and reasonable cooperation in the defense, at your expense. You may not settle any claim that imposes obligations on us without our prior written consent.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles.

19.2 Informal Dispute Resolution

Before initiating any formal proceeding, you agree to attempt to resolve any dispute by contacting us at team@openway.ai and engaging in good-faith negotiation for at least 30 days.

19.3 Binding Arbitration (where enforceable)

Except where prohibited by law, any unresolved dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, in English. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Class-Action Waiver (where enforceable)

You and OpenWay AI agree to bring claims only in your individual capacity and not as a plaintiff or class member in any class, consolidated, or representative action.

19.5 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for claims relating to intellectual property, confidentiality, or violations of acceptable use.

19.6 EU/UK Consumers

If you are a consumer resident in the EU or UK, you may have additional rights under your local law, and certain mandatory consumer protections (including jurisdiction in your country of residence) may apply notwithstanding the above.

20. Export Controls and Sanctions

You agree to comply with all applicable export-control and sanctions laws, including those of the United States, the European Union, and the United Kingdom.

You represent that you are not (i) located in, or a resident of, any country subject to comprehensive U.S. sanctions, and (ii) listed on any U.S. or applicable list of restricted parties.

You will not use the Service in any manner that violates such laws.

21. Changes to Terms

We may update these Terms from time to time. The "Last updated" date at the top reflects the most recent revision.

For material changes, we will provide at least 30 days' advance notice by email and/or in-product notification. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

If you do not agree to the updated Terms, you must stop using the Service before the effective date.

22. General

• Entire Agreement. These Terms, together with the Privacy Policy and User Data Deletion Instructions, constitute the entire agreement between you and OpenWay AI.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver. Failure to enforce any right or provision is not a waiver of that right.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No third-party beneficiaries. These Terms confer no rights on any third party (other than OpenWay AI's affiliates and indemnified parties as expressly stated).
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
• Notices. Notices to OpenWay AI must be sent to the contact below. Notices to you may be sent by email or through the Service.

23. Contact Information

• OpenWay AI, Inc.
• 901 N Market Street, Suite #100
• Wilmington, Delaware, 19801
• United States of America

• General: team@openway.ai
• Legal: team@openway.ai
• Privacy: team@openway.ai
• Security: team@openway.ai
• DMCA: team@openway.ai