1. Introduction and Acceptance

These Terms of Service (together with our Privacy Policy and Acceptable Use Policy, the "Terms") constitute a legally binding agreement between you ("Client", "you", "your") and Portcast Media Limited ("Portcast", "we", "us", "our") governing your access to and use of our website at portcastmedia.com (the "Site") and our agency ad account support services (the "Services").

By accessing our Site, submitting a quote request, or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access our Site or use our Services.

We reserve the right to modify these Terms at any time. Material changes will be communicated through our Site or by email to the address associated with your account. Your continued use of our Services after such modifications constitutes your acceptance of the updated Terms. It is your responsibility to review these Terms periodically.

2. Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

• "Account" means your registered account with Portcast through which you access our Services.
• "Ad Account" means an advertising account on a third-party platform (including but not limited to Facebook, Google Ads, TikTok) opened or managed through our Services.
• "Client" means the business or individual that has engaged Portcast to provide Services.
• "Client Materials" means all content, data, information, and materials provided by you in connection with the Services.
• "Account Delegation Model" means the model under which Portcast provisions ad accounts and delegates access to the Client's Business Manager under documented access terms throughout the engagement.
• "Fit Review" means our initial evaluation process to determine whether your advertising situation qualifies for our Services.
• "Platform" means any third-party advertising platform, including but not limited to Facebook, Google Ads, and TikTok.
• "Service Agreement" means the written agreement, statement of work, or scope document that sets out the specific Services to be provided to you.
• "Terms" means these Terms of Service, together with our Privacy Policy and Acceptable Use Policy, each as updated from time to time.

3. Services Description

Portcast provides agency ad account support for qualified performance advertisers. Our Services include, as specified in your Service Agreement:

• Agency ad account access support across Meta, Google Ads, TikTok, and other major platforms.
• Account management and appeals assistance.
• AI-powered creative support.
• Influencer marketing and UGC creative support.
• Media buying and reporting support.

All Ad Accounts opened through Portcast are established under the account delegation model. Portcast's access to your Ad Accounts is governed by the terms confirmed during scope agreement. Portcast does not guarantee account approval, reinstatement, or performance outcomes. Platform review decisions are made independently by each Platform and remain outside Portcast's control.

Portcast may, at its sole discretion, refuse to provide Services to any party and may change its eligibility criteria at any time.

4. Eligibility and Registration

Our Services are available exclusively to qualified performance advertisers who have successfully completed our Fit Review process. By registering for and using our Services, you represent and warrant that:

• You are a legally registered business entity or an authorised individual with the full right, power, and authority to enter into these Terms.
• All information provided during registration and the Fit Review process is accurate, complete, and not misleading.
• You will use our Services in compliance with all applicable laws, regulations, and Platform policies.
• You are not located in, incorporated in, or ordinarily resident in any country or territory that is the subject of comprehensive sanctions administered by the United Nations, the United States, the European Union, the United Kingdom, or Hong Kong.
• You are not listed on, and no person with a beneficial interest in your business is listed on, any applicable sanctions list.

You agree to immediately notify Portcast of any change in your eligibility status, business structure, or regulatory standing that may affect your continued use of our Services.

5. Client Verification and Compliance

Portcast is committed to compliance with all applicable anti-money laundering (AML), counter-terrorist financing (CTF), and sanctions laws and regulations.

5.1 Know Your Business (KYB) Verification

Portcast reserves the right to request, at any time and at its sole discretion, such verification documentation as it deems necessary, including but not limited to: business registration certificates, certificates of incumbency, proof of registered address, identification documents of directors or beneficial owners, proof of source of funds, advertising account history, and any other documentation Portcast considers relevant to verifying your identity, business legitimacy, or compliance status.

Failure to provide requested documentation within a reasonable timeframe of not less than fourteen (14) days may result in the suspension or termination of your Account and the withholding of any pending service delivery until satisfactory verification is completed.

5.2 Sanctions Compliance

You represent and warrant that you are not, and that no person or entity with a beneficial interest in your business or Account is: (a) listed on any applicable sanctions list; (b) located in, incorporated in, or operating from a country or territory that is the subject of comprehensive sanctions; (c) owned or controlled by, or acting on behalf of, any person or entity described in (a) or (b); or (d) otherwise the target of any applicable sanctions.

Portcast reserves the right to screen all Clients and associated parties against applicable sanctions lists and to refuse, suspend, or terminate Services where Portcast identifies a potential sanctions risk or regulatory concern.

5.3 Cooperation with Authorities

Portcast may disclose Client information, transaction records, and Account details to law enforcement agencies, regulatory authorities, or other governmental bodies where required by law, regulation, or legal process, or where Portcast considers such disclosure necessary to comply with its legal obligations, protect its rights, or prevent financial crime.

6. Account Ownership and Access

All Ad Accounts opened through Portcast are account delegation. Portcast's access to your Ad Accounts is governed by the terms confirmed in your Service Agreement. Account access terms are documented in your Service Agreement.

You are solely responsible for:

• Maintaining the confidentiality of your Account credentials and any access tokens, passwords, or authentication mechanisms associated with your Ad Accounts.
• All activities that occur under your Account, whether or not expressly authorised by you.
• Ensuring that your advertising campaigns comply with all applicable Platform advertising policies.
• Maintaining sufficient balance in your Ad Accounts to avoid campaign interruption.

Portcast will not be liable for any loss or damage arising from your failure to comply with this Section.

7. Fees, Payment, and Billing

Service fees for our Services are disclosed in writing prior to the commencement of any Services. Fees are tied to defined service milestones as documented in your Service Agreement. Payment terms, including due dates and accepted payment methods, are confirmed during scope agreement.

Portcast does not extend credit. All fees must be paid in accordance with the terms agreed in your Service Agreement. Portcast reserves the right to suspend or terminate Services if payment is not received when due.

Any applicable transaction fees, processing fees, or currency conversion costs shall be your responsibility and will be disclosed prior to payment.

8. Cancellation and Refund Policy

You may cancel your Service Agreement in accordance with the cancellation terms specified therein. Portcast retains fees for work performed in good faith prior to cancellation.

Refund eligibility depends on the specific terms agreed at engagement start and is documented in your Service Agreement. Refund terms are explained in writing before payment is collected. General guidelines are as follows:

• Fees for services that have been performed or substantially performed are non-refundable.
• Where a Service Agreement is cancelled before substantial performance, Portcast shall be entitled to payment for services rendered up to the date of cancellation.
• Any dispute regarding fees or charges must be raised in writing within fourteen (14) days of the relevant invoice date.

9. Client Responsibilities and Covenants

You agree to:

• Provide accurate, current, and complete information during registration, Fit Review, onboarding, and throughout the engagement.
• Cooperate with all reasonable requests for information, documentation, or access required for the provision of Services.
• Comply with all applicable laws, regulations, and Platform policies in your use of our Services and any Ad Accounts.
• Promptly notify Portcast of any changes to your business structure, ownership, regulatory status, or compliance standing.

10. Prohibited Uses

You agree not to, and agree not to permit any third party to:

• Use our Services for any unlawful activity, including but not limited to fraud, money laundering, terrorist financing, or sanctions evasion.
• Misrepresent your business, advertising content, or intended use of our Services or any Ad Accounts.
• Attempt to circumvent, bypass, or violate any Platform advertising policy, content policy, or terms of service.
• Resell, redistribute, or sublicense our Services or any Ad Accounts without our prior written consent.
• Use our Services in connection with any restricted vertical, including but not limited to casino, gambling, betting, adult content, or illegal goods and services.
• Provide false, misleading, or fraudulent information during registration, Fit Review, or at any other time.
• Interfere with the operation of our Site or Services, including by introducing viruses, trojans, or other malicious code.
• Access, monitor, or copy any content from our Site using automated means without our express written permission.

Any breach of this Section constitutes a material breach of these Terms and may result in immediate termination of your Account and Services.

11. Intellectual Property Rights

All intellectual property rights in our Site, Services, and related materials, including but not limited to text, graphics, logos, software, and documentation, are owned by or licensed to Portcast. You are granted a personal, non-exclusive, non-transferable, revocable license to use our Site and Services in accordance with these Terms. This license does not permit you to copy, modify, distribute, sell, or create derivative works without our prior written consent.

You retain all rights to your Client Materials. By providing Client Materials to us, you grant us a worldwide, non-exclusive, royalty-free license to use, host, store, and process such materials solely for the purpose of providing our Services to you.

12. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms or the provision of Services ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without the other party's prior written consent, except as required by law, regulation, or legal process.

This confidentiality obligation shall survive the termination of these Terms for a period of three (3) years. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Section; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law.

13. Disclaimer of Warranties

PORTCAST PROVIDES ITS SITE AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PORTCAST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Portcast makes no warranty, representation, or guarantee that:

• Any Platform will approve, maintain, or refrain from restricting or terminating any Ad Account.
• Your advertising campaigns will achieve any particular level of performance, return on investment, or business outcome.
• Our Services will be uninterrupted, timely, secure, or error-free.
• Any Platform's review decisions will result in account approval or reinstatement.

You acknowledge that third-party Platforms operate independently and may, at their sole discretion, restrict, suspend, or permanently disable Ad Accounts for any reason, including policy violations, algorithmic review, or changes to their terms of service. Portcast shall have no liability whatsoever for any action taken by a Platform in respect of an Ad Account.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PORTCAST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF ADVERTISING SPEND, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE OUR SERVICES.

Portcast's total aggregate liability for any claim, damage, or loss arising from or relating to these Terms or our Services shall be limited to the total fees paid by you to Portcast for the specific Service giving rise to the claim during the twelve (12) month period preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory on which the claim is based, whether in contract, tort (including negligence), warranty, strict liability, or otherwise, and even if Portcast has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits Portcast's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

15. Indemnification

You agree to defend, indemnify, and hold harmless Portcast, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms or any documents referenced herein.
• Your violation of any applicable law, regulation, or third-party right.
• Your use of our Services, including any advertising content you create, publish, or distribute through any Ad Account.
• Any misrepresentation made by you in connection with your registration, Fit Review, or use of our Services.

This indemnification obligation shall survive the termination of these Terms.

16. Term and Termination

These Terms shall commence on the date you first access our Site or use our Services and shall continue until terminated in accordance with this Section.

Either party may terminate the Service Agreement in accordance with the terms specified therein. Without limiting any other remedies, Portcast reserves the right to suspend or terminate these Terms and your Account immediately, without notice, if:

• You breach any provision of these Terms, including the Acceptable Use Policy.
• You provide false, misleading, or fraudulent information.
• You engage in any prohibited activity under Section 10.
• Portcast is required to do so by law or regulatory direction.

Upon termination, your right to access and use our Services ceases immediately. Sections 5, 13, 14, 15, 17, 18, 19, 20, 21, and 22 shall survive termination.

17. Force Majeure

Portcast shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay is caused by any event beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemic, government action, regulatory action, internet outages, telecommunications failures, platform restrictions by third-party advertising platforms, and actions by payment processors or financial institutions.

18. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"), without regard to its conflict of laws principles.

Any dispute, controversy, claim, or difference of any kind whatsoever arising out of or relating to these Terms shall first be referred to mediation at the Hong Kong International Arbitration Centre (HKIAC). If the dispute cannot be settled by mediation within sixty (60) days of the mediation notice, the dispute shall be finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be English.

Notwithstanding the foregoing, Portcast reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach of these Terms.

19. Limitation Period for Claims

Any claim, dispute, or cause of action arising out of or relating to these Terms must be commenced within twelve (12) months of the date on which the event giving rise to the claim first occurred. Any claim not brought within this period is permanently waived and barred to the maximum extent permitted by applicable law.

20. Entire Agreement and Severability

These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and Portcast regarding your use of our Site and Services and supersede all prior agreements, understandings, and representations, whether written or oral.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

21. Waiver and Assignment

Portcast's failure or delay in enforcing any provision of these Terms at any time shall not waive its right to enforce the same or any other provision in the future. Any rights not expressly granted herein are reserved.

You may not assign or transfer these Terms, or any rights or obligations hereunder, without Portcast's prior written consent. Portcast may assign these Terms without restriction and without notice to you.

22. Electronic Communications

By using our Services, you consent to receive communications from Portcast electronically, including via email, in-platform notifications, and through our Site. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

Any notice sent by Portcast to the email address associated with your Account shall be deemed effective upon sending, whether or not actually received or read by you.

23. Contact Information

If you have any questions, concerns, or requests regarding these Terms, please contact us:

Email: contact@portcastads.com

Registered Office: Portcast Media Limited, Hong Kong