These Terms of Service ("Terms") govern your access to and use of the website and services provided by Demsly, operated by Forward Focus Group ("we," "us," or "our"). By accessing our website or engaging our services, you agree to be bound by these Terms.

1. Services

Demsly provides performance-based advertising creative production services for direct-to-consumer (DTC) brands. Our services include but are not limited to:

Production of video and image ad creatives for use on Meta (Facebook/Instagram) and other digital advertising platforms

Creative testing strategy and performance analysis

Ongoing creative production under performance-based agreements

The specific scope, deliverables, fees, and terms of each engagement are outlined in a separate Service Agreement executed between Demsly and the client.

2. Eligibility

Our services are designed for businesses and are not available to individuals acting in a personal capacity. By engaging our services, you represent that you are authorized to bind the business or entity on whose behalf you are acting.

3. Application and Qualification

Submitting an application through our website does not guarantee that we will accept you as a client. We reserve the right to decline any application at our sole discretion. Qualification criteria may include but are not limited to monthly advertising spend, product category, pixel setup, and advertising account health.

4. Performance-Based Pricing

Our fees are based on the performance of ad creatives we produce, as outlined in your Service Agreement. Key terms include:

Baseline: Your current cost per purchase (or other agreed-upon metric) on prospecting campaigns, as measured in your advertising platform at the start of engagement.

Payment Obligation: You pay fees only on ad creatives produced by Demsly that achieve performance at or below the agreed-upon baseline, as specified in your Service Agreement.

Measurement: Performance is measured using the data available in your advertising platform (e.g., Meta Ads Manager) using the attribution settings already in place on your account.

Billing Cycle: Fees are calculated and invoiced monthly based on verified performance data. Payment is due within the timeframe specified in your Service Agreement.

Fee Lock: The fee structure agreed upon in your Service Agreement remains in effect for the duration of the engagement unless both parties agree to modifications in writing.

5. Ad Account Access

To deliver our services, we require read-only advertiser-level access to your Meta (Facebook) Ads Manager or equivalent advertising platform. This access allows us to view ad performance data. We cannot modify your campaigns, access your payment methods, view your billing information, or access your customer data through this permission level.

You may revoke access at any time, but doing so may prevent us from delivering services and measuring performance.

6. Creative Approval

All ad creatives produced by Demsly will be submitted to you for review and approval before being published or used in campaigns. You will have 48 hours from the time of submission to approve, request revisions, or reject each creative. If no response is received within 48 hours, the creative will be deemed approved.

7. Intellectual Property

Creative Assets: Ad creatives produced by Demsly are licensed to you for use in your advertising campaigns for the duration of our engagement and thereafter, subject to the terms of your Service Agreement.

Production Methods: All production workflows, tools, processes, prompt libraries, and methodologies used by Demsly remain our proprietary intellectual property and are not transferred or licensed to you under any circumstances.

Portfolio Rights: We retain the right to use ad creatives we produce in our portfolio, case studies, and marketing materials unless otherwise agreed in writing.

Source Files: Raw project files, source footage, and production assets are not included in the deliverables unless explicitly agreed upon in writing.

8. Client Responsibilities

As a client, you agree to:

Provide accurate and complete information about your brand, products, and advertising performance

Grant the required advertising platform access in a timely manner

Allocate the agreed-upon minimum test budget for each creative delivered

Review and respond to creative submissions within the agreed-upon approval window

Pay invoices within the timeframe specified in your Service Agreement

Comply with all applicable advertising laws, regulations, and platform policies

Ensure your products and services comply with all applicable laws and regulations

Maintain a functioning advertising pixel with proper event tracking

9. Advertising Compliance

You are solely responsible for ensuring that the products and services you advertise comply with all applicable laws, regulations, and advertising platform policies. We make no representations regarding the legality of your products or services in any jurisdiction.

While we make reasonable efforts to produce ad creative that complies with Meta and other platform advertising policies, we do not guarantee that any creative will be approved by any advertising platform. Platform policy enforcement decisions are made by the platforms themselves and are outside our control.

10. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive business information shared during the engagement. This includes but is not limited to advertising performance data, creative strategies, pricing terms, and customer information.

Confidentiality obligations survive termination of the engagement for a period of 24 months.

11. Term and Termination

Minimum Term: Engagements require a minimum commitment of 60 days from the start of service.

Termination After Minimum Term: After the initial 60-day period, either party may terminate the engagement with 14 days written notice.

Effect of Termination: Upon termination, any outstanding invoices for performance delivered prior to the termination date remain due and payable. You retain the right to continue running any ad creatives previously delivered and approved. We will cease producing new creative upon the effective termination date.

Immediate Termination: Either party may terminate the engagement immediately if the other party materially breaches these Terms or the Service Agreement and fails to cure such breach within 14 days of written notice.

12. Limitation of Liability

Demsly provides advertising creative services. We do not guarantee any specific advertising results, sales, revenue, return on ad spend, or cost per acquisition. Advertising performance depends on numerous factors outside our control, including but not limited to your product, pricing, website, checkout experience, audience, market conditions, and platform algorithms.

To the maximum extent permitted by law, Demsly shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to our services.

Our total liability for any claims arising from our services shall not exceed the total fees paid by you to Demsly in the three months preceding the claim.

13. Indemnification

You agree to indemnify and hold harmless Demsly and its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

Your breach of these Terms or your Service Agreement

Your products, services, or business operations

Your violation of any applicable law or regulation

Your advertising content or claims made about your products

Any third-party claims related to your use of creative produced by us

14. Disclaimers

Our services are provided "as is" and "as available." We make no warranties, express or implied, regarding our services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that any ad creative will achieve any particular level of performance, be approved by any advertising platform, or generate any specific number of sales or leads.

15. Dispute Resolution

Any disputes arising from these Terms or our services shall first be addressed through good-faith negotiation between the parties. If a dispute cannot be resolved through negotiation within 30 days, either party may pursue resolution through binding arbitration in accordance with the rules of the American Arbitration Association.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

17. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated to active clients via email. Continued use of our services after modifications constitutes acceptance of the updated Terms.

18. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

19. Entire Agreement

These Terms, together with your Service Agreement and our Privacy Policy, constitute the entire agreement between you and Demsly regarding our services.

Contact Us

If you have questions about these Terms, please contact us at:

Demsly — Forward Focus Group Sam Gebrekidan Email: [email protected] Website: demsly.com