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Terms of Service

Effective Date: Draft, not yet in effect
Application: Agenca
Entity: Code Clouders

1. Introduction and Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Code Clouders ("Company", "we", "us", or "our") and the legal entity or individual agreeing to these Terms ("Customer", "you", or "your").

These Terms govern your access to and use of Agenca (the "Service"), including our web application, APIs, and associated workflows. By creating an account, accessing a workspace, or using any part of the Service, you represent that you have read, understood, and agreed to be bound by these Terms.

If you are entering into these Terms on behalf of an agency, company, or other legal entity, you represent and warrant that you have full legal authority to bind that entity.

2. Definitions

To ensure clear understanding, terms used in these Terms have specific meanings:

  • "Workspace": The primary tenant and subscription boundary representing a single agency or organization.
  • "Client Account": An isolated business engagement within a Workspace containing distinct brand rules, connected provider assets, reports, and recommendations.
  • "Ad Account": An external advertising account (specifically a Meta ad account) connected to a Client Account.
  • "Customer Data": All business profile data, brand guidelines, text, files, credentials, and configuration information submitted to the Service by or on behalf of Customer.
  • "Recommendation": An algorithmic, evidence-backed advisory proposal generated by the Service (comprising observation, diagnosis, and suggested next step).
  • "Published Report": An immutable snapshot of weekly or monthly marketing analytics explicitly reviewed and published by authorized Workspace users.
  • "Share Link": An expiring, server-mediated link providing authenticated or signed read-only access to a Published Report revision.
  • "Role": A permission assignment within a Workspace, including Agency Owner (owner), Staff (staff assigned to specific client accounts), and signed link viewer (client_link).

3. Workspaces, Accounts, and Access Roles

3.1 Account Creation and Security

You must provide accurate, current, and complete registration information. You may authenticate using email credentials or supported third-party providers (Google and Facebook Login per requirement FR-046). You are responsible for safeguarding account credentials and for all activities conducted through your Workspace.

3.2 Role-Based Access and Tenant Isolation

The Service enforces strict tenant boundaries:

  • Agency Owner: Administers the Workspace, billing, memberships, and all Client Accounts.
  • Staff: Accesses only those Client Accounts explicitly assigned to the staff member (requirement FR-003).
  • Client Link Viewer: Accesses only specific Published Report revisions via time-limited, revocable links (requirement FR-020).
  • Platform Support Access: Company personnel may access or impersonate a Workspace only upon customer request or for documented troubleshooting, requiring an explicit reason, time-limited expiry (default 60 minutes, maximum 24 hours), and complete audit logging (requirements FR-044, BR-24).

4. Customer Responsibilities and Ad Account Authority

4.1 Authority to Connect Client Ad Accounts

When you connect an external Ad Account to a Client Account, you explicitly represent and warrant that:

  1. You have obtained all necessary legal consents, contractual permissions, and authorizations from your client or advertiser to access their advertising data.
  2. Your access, collection, and processing of advertising performance metrics through Agenca does not violate any third-party agreement, Meta Platform Terms, or applicable laws.
  3. You will immediately disconnect any Ad Account if your authorization from the account owner expires or is revoked.

4.2 Compliance with Third-Party Platform Policies

Customer agrees to comply with all applicable terms and developer policies of connected platforms, including the Meta Commercial Terms, Meta Platform Terms, and Meta Business Tools Terms.

5. Nature of the Service and Advisory Outputs

5.1 Read-Only Integration in Current Release

The current release of Agenca operates exclusively on a read-only basis with respect to external ad accounts (requirement FR-011). The Service reads historical performance data, campaigns, and ad sets. The Service does not make automated changes, pause campaigns, launch ads, or alter budgets on connected ad accounts.

5.2 Algorithmic Advice and Mandatory Human Review

All Recommendations, draft strategy plans, creative briefs, and draft reports produced by Agenca are advisory tools intended to assist human marketers (requirements FR-030, BR-13):

  1. Human in the Loop: A qualified human reviewer must evaluate, verify, and approve all AI-generated drafts and recommendations before adopting them or communicating them to third parties.
  2. No Promise of Performance: The Service assists with analytics calculation and reporting. The Company makes no representation, warranty, or promise regarding advertising performance, conversion rates, cost-per-click improvements, or Return on Advertising Spend (ROAS). Marketing outcomes depend on market factors, creative assets, tracking hygiene, and human decisions beyond our control.

5.3 No Model Training on Customer Data

Customer Data and performance metrics ingested into the Service are processed using commercial AI model providers with zero-retention or zero-training agreements. The Company does not use Customer Data to train foundation AI models, and cross-agency intelligence learning is disabled by default (requirements BR-23, FR-042).

6. Acceptable Use and Restrictions

You agree not to:

  1. Reverse engineer, decompile, disassemble, or discover the source code of the Service.
  2. Bypass, disable, or tamper with workspace boundaries, Row-Level Security (RLS) policies, or access controls.
  3. Use the Service to store or transmit malicious code, viruses, or illegal material.
  4. Attempt to access workspaces, client accounts, or data not belonging to your organization.
  5. Probe, scan, or benchmark the Service without prior written authorization.
  6. Use automated scrapers or bots to extract platform data outside documented APIs.
  7. Exceed subscription plan quotas or circumvent usage measurement systems.

7. Proprietary Rights and Data Ownership

7.1 Customer Data Ownership

As between the parties, Customer retains all right, title, and interest (including all intellectual property rights) in and to Customer Data. Nothing in these Terms grants the Company ownership of Customer Data.

7.2 Limited Processing License

Customer grants the Company a worldwide, non-exclusive, royalty-free, limited license to host, store, transfer, display, and process Customer Data solely to the extent necessary to provide, maintain, and secure the Service in accordance with these Terms and our Data Processing Addendum (DPA).

7.3 Company Intellectual Property

The Company retains all right, title, and interest in and to Agenca, including platform software, user interfaces, documentation, algorithmic workflows, platform skills, trademarks, and logos.

8. Service Availability Target

The Company targets an availability of 99.5% monthly for core read and review workflows (dashboards, report views, and recommendation reviews) in accordance with requirement NFR-05.

Pilot and Service Notice: This availability target represents an operational objective rather than a financially backed service level agreement (SLA) during pilot and preview phases. Availability calculations exclude scheduled maintenance, customer internet failures, and disruptions caused by third-party services (such as Meta API outages or upstream AI model provider downtime).

9. Plans, Subscriptions, and Limits

9.1 Subscription Plans and Enforced Limits

The Service provides subscription plans defined by structured resource limits (requirements FR-045, BR-28):

  • Maximum number of active Client Accounts.
  • Number of user seats.
  • Monthly AI execution allowance (measured in runs).
  • Number of connected Ad Accounts.

Actions exceeding your plan limits will be restricted until your billing cycle resets, your plan is upgraded, or an administrator grants an audited temporary override.

9.2 Pilot and Free Trial Access

If you are participating in a pilot or trial period (such as our 14-day evaluation trial per decision D-029), access is provided solely for evaluation purposes. At the conclusion of the trial, continued access requires an active paid subscription.

9.3 Invoicing and Taxes

Customer agrees to pay all applicable fees specified in the selected plan. All fees are exclusive of applicable taxes, value-added tax (VAT), or withholding taxes, which shall be Customer's responsibility.

10. Suspension and Termination

10.1 Termination by Customer

Customer may cancel its subscription or request Workspace termination at any time by contacting to be confirmed.

10.2 Suspension and Termination by Company

The Company may suspend or terminate access immediately if:

  1. Customer breaches these Terms or acceptable use obligations.
  2. Payment is past due and remains unresolved after formal notice.
  3. Continued access poses an imminent security risk or legal liability to other tenants or the Service.

11. Data Export and Deletion on Termination

Upon termination of your Workspace:

  1. Export Window: Customer may request an export of client profiles, report revisions, and decision histories by email to to be confirmed prior to effective termination (requirement AC-03).
  2. Purge Timeline: Active database records are deleted within 30 days of termination in accordance with our Data Deletion Policy.
  3. Backup Expiry: Encrypted database backups expire on their rolling cycle within 35 days (requirement FR-040).
  4. Audit Exception: Audit logs and decision records may be retained for up to 24 months to maintain regulatory compliance and verify historical actions (requirement FR-040).

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT ANY RECOMMENDATION WILL YIELD POSITIVE COMMERCIAL OR ADVERTISING RESULTS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  1. CONSEQUENTIAL DAMAGES WAIVER: NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, ADVERTISING SPEND, DATA, OR BUSINESS REPUTATION, REGARDLESS OF THE THEORY OF LIABILITY.
  2. AGGREGATE LIABILITY CAP: EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14. Indemnification

Customer agrees to defend, indemnify, and hold harmless the Company, its directors, employees, and contractors from and against any third-party claims, damages, liabilities, and expenses (including reasonable legal fees) arising from:

  1. Customer Data submitted to the Service.
  2. Customer's failure to obtain necessary authorization from clients or advertisers before connecting Meta ad accounts.
  3. Customer's breach of acceptable use or applicable third-party platform terms (including Meta Platform Terms).

15. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related hereto shall be governed by and construed in accordance with the laws of to be confirmed, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the competent courts located in to be confirmed.

16. Changes to Terms

We may revise these Terms to reflect updates to the Service or changes in applicable laws. If a revision is material, we will provide at least 30 days' advance notice via email or via the Service dashboard. By continuing to use Agenca after the revisions take effect, Customer agrees to be bound by the updated Terms.

17. General Provisions and Contact

  • Entire Agreement: These Terms, together with the Privacy Policy and DPA, constitute the entire agreement between Customer and Company.
  • Severability: If any provision of these Terms is found invalid, the remaining provisions will continue in full force.
  • Contact: Notices under these Terms should be sent to:

Legal Department Code Clouders to be confirmed Email: to be confirmed