1. Provider, Brand, and Business Use
These Terms of Service ("Terms") govern business-to-business services provided by NORTECFO LLC, a Wyoming limited liability company ("Provider," "we," "us," or "our"), operating under the Contexto Ads brand.
The Services are offered only to businesses and their adult authorized representatives in the United States. They are not offered for personal, family, household, or consumer use. A person accepting these Terms represents that they are at least 18 years old and authorized to bind the business identified in the applicable Order Form.
2. Agreement Formation and Order of Precedence
The agreement consists of: (a) the applicable Order Form or versioned online Service Description; (b) these Terms; (c) the Privacy Policy; and (d) the Cancellation, Rescheduling & Refund Policy, each incorporated by reference.
The agreement is formed only when Customer affirmatively accepts the applicable documents through an unchecked consent control, electronic signature, or signed Order Form. Payment alone does not replace affirmative acceptance.
If the documents conflict, a signed Order Form controls for service-specific scope, schedule, deliverables, and fees. These Terms control other matters unless the signed Order Form expressly identifies the provision it overrides.
3. Readiness Assessment
The Contexto Ads Readiness Assessment is a structured advisory evaluation for paid media on ChatGPT Ads. It may include advertiser-eligibility considerations, offer and landing-page review, measurement readiness, intent hypotheses, initial experiment design, risk identification, and a SCALE / ITERATE / STOP recommendation.
The standard fee is USD 750, payable in full before Start Confirmation. The target delivery period is five business days following Start Confirmation, unless the applicable Order Form states otherwise.
"Start Confirmation" means Provider's written notice that payment has been received, the required intake is materially complete, and work has commenced. No delivery period begins before Start Confirmation.
4. Customer Responsibilities
Customer will provide timely, accurate, complete, and lawful information; identify decision-makers and approvers; obtain necessary rights and permissions for submitted materials; and cooperate reasonably with the Assessment.
Customer will not submit passwords, API keys, authentication secrets, full payment-card details, government identification numbers, regulated health information, private AI-assistant conversations, or unnecessary sensitive personal information unless Provider has requested a specific item through an identified secure channel.
Provider may reasonably rely on Customer-supplied information and is not obligated to independently verify it. Deadlines are suspended while required information, access, or decisions remain outstanding.
5. Platform and Advertising Compliance
Provider will not knowingly create or procure fabricated reviews, testimonials, endorsements, engagement, or other deceptive content. Customer remains responsible for the truth, accuracy, evidence, legality, and required disclosures associated with its own claims, offers, pricing, products, and submitted materials.
Third-party platforms independently determine eligibility, policies, inventory, delivery, and access. Customer may not instruct Provider to perform activity that violates law or published platform policies.
6. Fees, Taxes, and Payment
Customer will pay the fees stated in the applicable Order Form. The Readiness Assessment fee is USD 750. Media spend, pilot activation, production implementation, and third-party costs are excluded unless expressly stated in a signed Order Form.
Fees are exclusive of transaction, sales, use, VAT, and similar taxes that may apply to Customer, excluding taxes on Provider's net income. This provision does not determine the tax treatment of either party, and Provider does not provide tax advice.
If Customer has paid the Assessment fee in full, has not received a refund, and signs an approved Founding Pilot Order Form within 30 calendar days after delivery, Provider will credit USD 750 against the Founding Pilot fee of USD 3,500. The credit has no cash value and is non-transferable.
7. Cancellation, Rescheduling, and Refunds
The Cancellation, Rescheduling & Refund Policy in Part III is incorporated into these Terms. It identifies when work starts, cancellation rights, earned milestones, correction rights, and refund processing.
8. No Platform or Performance Guarantee
Provider will perform the Services professionally and materially in accordance with the applicable Order Form. The Services are advisory and depend on Customer information, market conditions, third-party policies, and available inventory.
Provider does not guarantee advertiser eligibility, platform approval, activation, inventory, visibility or citation in an AI-generated answer, campaign delivery, conversion volume, attribution, return on ad spend, revenue, profitability, or any other business result. A readiness finding is not a platform decision and does not represent that a campaign will launch or succeed.
9. Intellectual Property
Customer retains all rights in the information, data, marks, creative assets, and other materials it supplies. Customer grants Provider a limited, worldwide, non-exclusive license to use those materials solely to provide, secure, document, and support the Services.
Provider and its licensors retain all rights in methodologies, prompts, evaluation models, templates, checklists, frameworks, software, know-how, generic hypotheses, processes, and materials developed independently of Customer or used across engagements.
After full payment, Customer receives a perpetual, worldwide, royalty-free, non-exclusive license to use final customized deliverables internally for its business purposes and to share them with personnel, advisers, and implementation vendors bound by confidentiality. Customer may not resell, publicly distribute, sublicense, reverse engineer, or use Provider Materials to create a competing commercial product or service.
10. Confidentiality
Each party will use the other party's non-public confidential information only for the agreement, protect it with reasonable care, and disclose it only to personnel, contractors, and advisers who need it and are bound by appropriate confidentiality obligations.
Confidentiality obligations do not apply to information the recipient can document was lawfully known without restriction, publicly available without breach, independently developed, or lawfully received from a third party. These obligations continue for three years after disclosure; trade secrets remain protected as long as they qualify as trade secrets under applicable law.
11. Data Protection and Security
Each party will comply with privacy and security laws applicable to its role. Provider will maintain safeguards appropriate to the nature of the information it receives. Customer will avoid submitting unnecessary sensitive information and will use the channels Provider identifies.
Provider's processing of personal information is described in the Privacy Policy in Part II. The parties may execute a data-processing addendum if required by applicable law or documented Customer requirements.
12. Third-Party Services
OpenAI, Stripe, hosting providers, email providers, forms, analytics providers, browsers, and other third parties operate independently and may change or discontinue features, policies, eligibility criteria, pricing, or availability. Provider is not responsible for their independent acts, omissions, or decisions.
13. Disclaimers
Except for express commitments in the applicable Order Form and Section 8, the Services and deliverables are provided "as is" and "as available." To the maximum extent permitted by law, Provider disclaims implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.
14. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, savings, data, goodwill, or business opportunity, even if advised of the possibility.
To the maximum extent permitted by law, each party's aggregate liability arising from the affected service will not exceed the fees paid or payable for that service. These limitations do not apply to payment obligations, fraud, willful misconduct, misappropriation or infringement of the other party's intellectual property, breach of confidentiality, or liability that cannot lawfully be limited.
15. Customer Indemnity
Customer will defend and indemnify Provider and its personnel against third-party claims arising from Customer Materials or instructions that infringe third-party rights, violate applicable law, or are used outside the permitted scope, except to the extent caused by Provider's unauthorized modification or use.
16. Suspension and Termination
Provider may suspend performance if Customer fails to provide required information, fails to pay, materially breaches the agreement, creates a security or legal risk, or requests activity outside the agreed scope or contrary to Section 5.
Either party may terminate for a material breach that remains uncured for 10 business days after written notice, unless the breach cannot reasonably be cured. Amounts due and provisions intended to survive remain effective after termination.
17. Governing Law and Dispute Resolution
Wyoming law governs the agreement, without regard to conflict-of-laws rules. The English version controls.
Before filing a claim, the parties will attempt in good faith for 30 days to resolve the dispute through business representatives authorized to settle it. If the dispute remains unresolved, either party may bring the matter in a court with lawful subject-matter and personal jurisdiction. Nothing prevents either party from seeking temporary equitable relief to protect confidential information or intellectual property or from using an available small-claims procedure.
This edition does not impose an exclusive Wyoming venue, a jury-trial waiver, arbitration, or a shortened contractual limitations period.
18. Electronic Transactions and Records
The parties consent to transact electronically. Electronic signatures, affirmative checkbox acceptance, timestamps, version records, order confirmations, and downloadable copies may be used to form and evidence the agreement.
19. Changes
Provider will state the effective date of customer-facing policies and maintain reasonable version records. Material changes will apply prospectively. The documents presented and affirmatively accepted at purchase govern that purchase unless the parties agree otherwise in writing.
20. Contact
Contexto Ads is a brand operated by NORTECFO LLC, a Wyoming limited liability company. Operational, privacy, refund, and legal-notice communications may be sent to hello@contextoads.ai unless a signed Order Form identifies another address.