How we work together.

1. Who these terms are between

These terms are between you, the business that signs up, and Backed (the business named as the operator in our Privacy Policy). After this, we call it Backed, “we” or “us”, and we call you “you”.

2. What we do

• We make new video and static ads for Meta (Facebook and Instagram). A batch is usually 50 ads, made within 7 days of getting what we need from you.
• Our strategists pick the angles. Production is AI-assisted. Any person in an ad who was made with AI is labeled “Made with AI”.
• You give us access to your Meta ad account. We place each batch there paused, in a new campaign. Nothing runs until you switch it on.
• Every ad we make has “Backed” in its ad name. We call these “Backed ads”.
• We make a new batch each month, built from what worked. Your part is about 10 minutes reviewing each batch.
• There is no charge for making the ads, no retainer and no setup fee.

3. The fee

• Amount. 5% of all the spend Meta gives Backed ads in each calendar month. Nothing on the rest of your account. No spend, no fee.
• How we measure it. From your Meta ad account’s own spend numbers for Backed ads, including the ads covered by section 5.
• Invoices. We invoice you once a month for the month before. Each invoice is due within 15 days.
• Late payment. Unpaid amounts carry a late fee of 1.5% per month, or the highest rate the law allows if that is lower.
• Taxes. Fees do not include taxes. You pay any sales, use or similar taxes on them, apart from taxes on our income.
• Your ad spend. You pay Meta for your ad spend directly. We never pay it for you.

4. Who owns what

• Our ads are licensed, not sold. We keep all rights we have in Backed ads, including the copy, scripts, concepts and how each ad is put together. Nothing in these terms transfers them to you.
• Your license. We give you a non-exclusive, non-transferable license to run Backed ads on Meta, for your own brand, while these terms are in force and your invoices are paid. Section 7 covers what happens after.
• Your materials stay yours. Your logos, trademarks, product images and anything else you give us remain yours. You give us a limited license to use them to make, place and improve your ads, for as long as we work together.
• Our know-how. We may use what we learn about what makes ads work across our work for others. We never share your data or your ads with other brands.

5. Copies and edits count

The fee applies to any ad that is a Backed ad, or a copy, edit or close variation of one, even if it is renamed, duplicated, moved to another campaign or ad account, or rebuilt from the same script or footage. If you are unsure whether an ad counts, ask us first.

6. Spend reports and checks

• While any Backed ad is running, you keep our read access to your ad account so we can measure spend.
• If you remove that access, you send us a spend report for Backed ads (and the ads in section 5) within 10 days of each month’s end, and whenever we ask.
• We may check those reports against your ad account data once a year, or more often if we find an error. If a check finds you underpaid, you pay the difference and the late fee on it.

7. Ending

• Either of us can end these terms at any time by email to the other, with 7 days’ notice.
• Within 30 days of the end, you choose one of these for each Backed ad (including the ads in section 5):
  • Switch it off. Stop running it and delete it from your ad account.
  • Keep running it. The 5% fee, reporting and checks keep applying to its spend for as long as it runs.
  • Buy it. Pay the buyout price we quote in writing for that ad. You then get a permanent license to run it, with no further fee on it.
• If you don’t tell us your choice, any Backed ad still running after those 30 days is treated as “keep running it”.
• Fees already owed stay owed. Sections 3 to 7 and 9 to 16 keep applying after the end, as long as they are needed.

8. If an invoice isn’t paid

• If an invoice is more than 15 days overdue, your license to run every Backed ad ends automatically, and stays ended until you pay in full.
• We may then remove our ads from your account or pause them, revoke your access to anything we host, and ask Meta to pause or remove them.
• You pay what you owe plus our reasonable costs of collecting it, including legal fees.

9. Your part

• You decide what runs. You review each ad and choose what to switch on, pause or delete.
• You are the advertiser. Ads run in your account, under your name and Meta’s terms. You are responsible for your budgets and your account.
• Your claims. You approve every claim about your products, prices and offers before an ad runs, and you make sure you can back it up.
• Your materials. You have the right to give us what you send us, and using it as agreed won’t break anyone else’s rights.
• Meta’s rules. You follow Meta’s advertising policies and the laws that apply to your ads.

10. What we don’t promise

• We don’t promise any result: no level of spend, sales, return or growth.
• We are not responsible for Meta rejecting an ad, limiting delivery, or restricting or closing your account.
• Apart from what these terms say, our work is provided “as is”, and we give no other warranties, express or implied, including any about fitness for a purpose or merchantability.

11. Limits on liability

• Our total liability under these terms is capped at the fees you paid us in the 3 months before the claim.
• Neither of us is liable for lost profits, lost revenue, lost data, or indirect or consequential losses.
• These limits don’t apply to your duty to pay fees, to either side’s indemnity in section 12, or where the law doesn’t allow them.

12. Covering each other

• You cover us against third-party claims arising from your materials, your product claims, your products, or ads you run in breach of these terms or Meta’s policies.
• We cover you against third-party claims that copy we wrote for a Backed ad infringes their rights. This doesn’t cover your materials, claims you approved, or ads changed by you.
• The side being covered tells the other promptly, lets it run the defense, and helps where reasonable.

13. Confidentiality

Each of us keeps the other’s non-public information private, including your ad account data, our pricing, our methods and our invoices. We each use it only to work together, and share it only with people who need it for that and keep it private too. This doesn’t cover information that is public or that the other side already had.

14. Your data

How we handle your information and your ad account data is set out in our Privacy Policy.

15. How these terms start and change

• Starting. We review every sign-up by hand. If we approve yours, we email you to finish onboarding, and you accept these terms there. In any case, these terms apply from the moment you give us access to your ad account or switch on a Backed ad, whichever comes first.
• Changes. We may update these terms. We will email you at least 30 days before a change takes effect and update the date at the top. If you keep working with us after that, the new terms apply. A change to the fee never applies to spend before it takes effect.

16. The rest

• Governing law. The laws of the State of Delaware govern these terms, and its state or federal courts hear any dispute.
• Whole agreement. These terms, and anything we confirm to you in writing when we approve your sign-up, are the whole agreement between us. If they conflict, our written confirmation wins.
• Transfer. You may not transfer these terms without our written consent. We may transfer them to a business that takes over Backed.
• Notices. Notices go by email: to us at hello@backed.social, and to you at the email you signed up with.
• If part fails. If a court finds part of these terms unenforceable, the rest still applies.
• Waiver. If we don’t enforce a term right away, we can still enforce it later.