Terms of Service

Last Updated: November 17, 2025

These Terms of Service ("Terms") govern your access to and use of the Darwin Ads platform and services (collectively, the "Services") provided by Darwin Technologies, Inc. ("Darwin Ads," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

1. Acceptance of Terms

By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Eligibility

To use our Services, you must:

  • Be at least 18 years of age or the age of majority in your jurisdiction
  • Have the legal capacity to enter into binding contracts
  • Not be prohibited from using the Services under applicable law
  • Provide accurate, current, and complete information during registration
  • Maintain the security and confidentiality of your account credentials

3. Account Registration and Security

When you create an account, you agree to:

  • Provide accurate and complete registration information
  • Maintain and promptly update your account information
  • Keep your password secure and confidential
  • Notify us immediately of any unauthorized access or security breach
  • Accept responsibility for all activities that occur under your account
  • Not share your account credentials with others
  • Not create multiple accounts or impersonate others

4. Services Description

Darwin Ads provides a marketplace platform that connects brands with content creators for in-video advertising opportunities. Our Services include:

  • For Brands: Browse, bid on, and purchase advertising slots in creator content
  • For Creators: List advertising opportunities, manage auctions, and monetize content
  • Platform Features: Search, filtering, analytics, payment processing, and communication tools

5. User Conduct

You agree not to:

  • Violate any applicable laws, regulations, or third-party rights
  • Post false, misleading, or fraudulent content or information
  • Engage in any form of harassment, abuse, or threatening behavior
  • Upload or transmit viruses, malware, or other harmful code
  • Attempt to gain unauthorized access to our systems or other users' accounts
  • Interfere with or disrupt the Services or servers
  • Use automated systems (bots, scrapers) without our written permission
  • Manipulate bidding processes or engage in bid rigging
  • Infringe upon intellectual property rights of others
  • Post content that is illegal, obscene, defamatory, or discriminatory

6. Content and Intellectual Property

6.1 Your Content

You retain ownership of all content you submit to the Services ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with providing and promoting the Services.

6.2 Our Content

The Services, including all content, features, functionality, software, and design, are owned by Darwin Technologies, Inc. and are protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our express written permission.

6.3 Content Responsibility

You are solely responsible for your User Content and the consequences of posting or publishing it. We do not endorse any User Content or guarantee its accuracy, integrity, or quality. We reserve the right to remove any User Content that violates these Terms or is otherwise objectionable.

7. Transactions and Payments

7.1 Bidding and Purchases

When you place a bid or make a purchase, you agree to pay the specified amount plus any applicable fees and taxes. All bids are binding commitments. Winning bidders must complete payment within the specified timeframe.

7.2 Platform Fees

Darwin Ads charges service fees for transactions conducted through the platform. Fees are disclosed before you complete a transaction. We reserve the right to modify our fee structure with reasonable notice.

7.3 Payment Processing

Payments are processed through third-party payment processors. You agree to provide accurate payment information and authorize us to charge your payment method. You are responsible for any fees charged by your payment provider.

7.4 Refunds and Cancellations

All sales are final unless otherwise specified. Refunds may be issued at our sole discretion or as required by law. Cancellation policies vary by transaction type and are disclosed at the time of purchase.

8. Creator Obligations

If you are a content creator using our Services, you agree to:

  • Accurately represent your content, audience, and metrics
  • Fulfill all commitments to brands who purchase advertising slots
  • Comply with all applicable advertising disclosure requirements (FTC guidelines, etc.)
  • Maintain ownership or proper licensing for all content you monetize
  • Deliver advertising placements as specified in agreements
  • Provide accurate analytics and performance data
  • Not engage in fraudulent activity, including fake views or engagement

9. Brand Obligations

If you are a brand using our Services, you agree to:

  • Provide advertising materials that comply with all applicable laws and regulations
  • Respect creators' creative control and brand guidelines
  • Make timely payments for purchased advertising slots
  • Not submit content that is illegal, offensive, or violates third-party rights
  • Honor the terms of agreements with creators
  • Comply with platform policies regarding advertising content

10. Disclaimers and Limitations of Liability

10.1 Service Provided "As Is"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DARWIN TECHNOLOGIES, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR USE OF THE SERVICES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 Third-Party Services

We are not responsible for the actions, content, or services of third parties, including payment processors, content platforms, and other users. Your interactions with third parties are solely between you and them.

11. Indemnification

You agree to indemnify, defend, and hold harmless Darwin Technologies, Inc., its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any rights of another party; or (e) your violation of any applicable laws or regulations.

12. Termination

We reserve the right to suspend or terminate your account and access to the Services at any time, with or without cause, and with or without notice, for any reason including:

  • Violation of these Terms
  • Fraudulent, abusive, or illegal activity
  • Extended periods of inactivity
  • At your request

Upon termination, your right to use the Services will immediately cease. Sections of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@darwin.so to attempt to resolve the dispute informally. We will attempt to resolve the dispute through good-faith negotiations.

13.2 Binding Arbitration

If we cannot resolve the dispute informally, any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the English language and shall take place in the jurisdiction where Darwin Technologies, Inc. is headquartered.

13.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive your right to participate in a class action lawsuit or class-wide arbitration.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Delaware for any actions not subject to arbitration.

15. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our Services and updating the "Last Updated" date. Your continued use of the Services after such changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Darwin Technologies, Inc. regarding the Services and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

17. Contact Information

If you have questions about these Terms or need to contact us for any reason, please reach out to:

Darwin Technologies, Inc.

Email: legal@darwin.so

Support: hello@darwin.so

Website: darwin.so

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