Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Vora Media Inc., a New York corporation with offices at 350 Fifth Avenue, New York, NY 10118 ("Vora," "we," "us," or "our"). These Terms govern your access to and use of the website located at https://aivopa.com (the "Site") and any professional services we provide to you (the "Services").

By visiting our Site, submitting an inquiry form, or executing a Statement of Work or Service Agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Description of Services

Vora Media Inc. provides performance marketing services including, without limitation: paid search advertising (Google Ads, Microsoft Ads), paid social advertising (Meta Ads, LinkedIn Ads, TikTok Ads), programmatic display advertising, ROAS optimization, customer acquisition cost (CAC) reduction strategies, lifetime value (LTV) analysis, conversion rate optimization (CRO), attribution modeling, analytics configuration, and related consulting and reporting services.

The specific scope of Services, deliverables, fees, and timelines for each engagement are set forth in a separate Statement of Work ("SOW") or Service Agreement executed between you and Vora. In the event of a conflict between these Terms and an SOW, the SOW shall control with respect to that specific engagement.

We reserve the right to modify, suspend, or discontinue any aspect of the Site or our general service offerings at any time without liability to you.

3. Client Obligations

To enable Vora to deliver effective performance marketing services, you agree to:

• Provide timely access to your advertising accounts (Google Ads, Meta Business Manager, etc.) with appropriate permission levels as requested
• Supply accurate, complete, and up-to-date business information, product/service details, target audience parameters, and budget parameters
• Respond promptly (within 2 business days) to requests for approvals, creative feedback, or strategic input
• Maintain sufficient advertising budget funded in the relevant platforms to execute agreed campaigns
• Comply with all applicable advertising platform policies, including Google Ads policies and Meta Advertising Standards
• Ensure that all products, services, and claims in advertisements comply with applicable federal, state, and local laws, including FTC guidelines on advertising and endorsements
• Not engage any other performance marketing agency for the same advertising channels without prior written notice to Vora, where exclusivity is agreed in your SOW

4. Fees and Payment

Fees for Services are set forth in your applicable SOW or Service Agreement. Unless otherwise specified:

• Retainer Fees: Monthly retainer fees are invoiced in advance on the first of each month and are due within 15 days of the invoice date
• Performance Fees: Any performance-based components are calculated and invoiced monthly in arrears, due within 15 days
• Media Spend: You are solely responsible for funding your advertising accounts directly with the relevant platforms. Vora does not advance media spend on your behalf unless explicitly agreed in writing
• Late Payments: Invoices not paid within 30 days of the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance
• Taxes: All fees are exclusive of applicable taxes. You are responsible for all sales, use, VAT, or similar taxes imposed on the Services

Vora reserves the right to pause or suspend active campaigns if invoices are more than 15 days past due. Suspension of campaigns due to non-payment does not relieve you of the obligation to pay outstanding fees.

5. Intellectual Property

5.1 Vora's Proprietary Materials

Vora retains all intellectual property rights in its proprietary methodologies, bidding frameworks, optimization algorithms, campaign templates, reporting dashboards, and other tools and systems developed independently by Vora ("Vora IP"). Nothing in these Terms transfers ownership of Vora IP to you.

5.2 Work Product

Upon full payment of all fees due, Vora assigns to you all right, title, and interest in advertising creative assets (copy, images, video) specifically created for your campaigns ("Work Product"), excluding any Vora IP embedded therein. You grant Vora a non-exclusive license to reference and display your campaign results and brand name in anonymized case studies and marketing materials, unless you opt out in writing.

5.3 Your Materials

You retain all intellectual property rights in materials you provide to Vora (brand assets, product images, trademarks). You grant Vora a limited license to use such materials solely to perform the Services.

6. Confidentiality

Each party agrees to keep confidential the other party's Confidential Information — defined as any non-public information disclosed in connection with the Services that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party will use the other's Confidential Information only to perform its obligations under these Terms and will not disclose it to third parties without prior written consent, except as required by law.

Vora's campaign performance data, ROAS benchmarks, and proprietary bidding strategies constitute Confidential Information. Your customer data, revenue figures, and strategic business plans constitute your Confidential Information.

7. Performance and Results Disclaimer

Vora applies industry-leading techniques and dedicated expertise to every client engagement. However, we cannot and do not guarantee specific advertising outcomes including specific ROAS levels, revenue amounts, lead volumes, or ROI figures. Advertising performance depends on many factors outside our control, including but not limited to: market conditions, platform algorithm changes, competitor activity, product-market fit, landing page quality, and economic conditions.

Any projections, estimates, or benchmarks shared in proposals or strategy documents are forward-looking statements based on historical data and good-faith analysis — they are not warranties of future performance. Past results achieved for other clients are not guarantees of similar results for you.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VORA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO VORA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL VORA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF VORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the legal theory — whether contract, tort, negligence, strict liability, or otherwise.

9. Indemnification

You agree to indemnify, defend, and hold harmless Vora Media Inc. and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; (c) your advertising content or claims that infringe any third-party right or violate any advertising platform policy; or (d) your products or services giving rise to consumer harm.

10. Termination

Either party may terminate the Services by providing written notice as specified in the applicable SOW (typically 30 days). Upon termination:

• All outstanding fees through the termination date become immediately due and payable
• Vora will provide you with reasonable transition assistance for up to 10 business days at no additional charge
• Vora will transfer administrative access to your ad accounts within 5 business days of final payment
• Sections 5, 6, 7, 8, 9, and 11 survive termination

Vora may terminate immediately upon written notice if you fail to pay fees that are more than 30 days overdue and have not cured such failure within 5 business days of written notice of default.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Services shall be resolved as follows:

• Informal Resolution: The parties will first attempt to resolve any dispute through good-faith negotiation for 30 days following written notice of the dispute
• Mediation: If informal resolution fails, the parties will submit to non-binding mediation in New York, NY before a mutually agreed mediator
• Litigation: If mediation is unsuccessful, disputes shall be resolved exclusively in the state or federal courts located in New York County, New York. Each party irrevocably consents to personal jurisdiction in such courts

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

12. General Provisions

• Entire Agreement: These Terms, together with the applicable SOW and Privacy Policy, constitute the entire agreement between you and Vora with respect to the subject matter hereof and supersede all prior agreements and understandings
• Amendments: We reserve the right to update these Terms. Material changes will be communicated to active clients by email. Continued use of the Site or Services after the effective date of changes constitutes acceptance
• Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force
• No Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future
• Assignment: You may not assign these Terms without Vora's prior written consent. Vora may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets
• Force Majeure: Neither party is liable for delays or failure to perform due to causes beyond their reasonable control, including natural disasters, platform outages, or government actions