These Gushwork Ads Service Terms ("Gushwork Ads Terms") govern the Gushwork Ads managed Meta lead ads service provided by Regents Inc dba Gushwork ("Gushwork", "Service Provider", "we", "us") to the business that orders it ("Client", "you"). By signing an Order Form for Gushwork Ads, or by connecting Gushwork Ads to your Meta business assets, you agree to these Gushwork Ads Terms.
1. Agreement and order of precedence
1.1 Agreement. Your agreement with Gushwork for Gushwork Ads (the "Agreement") consists of: (a) your Order Form or Short-Form Service Agreement; (b) these Gushwork Ads Terms; (c) Gushwork's Master Terms & Conditions ("Master Terms"); (d) the Gushwork Ads Data Processing Agreement ("DPA"); and (e) the Gushwork Ads Privacy Policy.
1.2 Precedence. If these documents conflict, they apply in the order listed above, except that these Gushwork Ads Terms prevail over the Master Terms on anything specific to Gushwork Ads, Meta platforms, ad spend or lead data, and the DPA prevails on the processing of personal data.
1.3 Authority. The person accepting these Gushwork Ads Terms confirms that they are authorized to bind the Client.
2. Definitions
- "Meta" means Meta Platforms, Inc. and its affiliates, and "Meta Platforms" means Facebook, Instagram, Meta Business Suite, Ads Manager and related Meta products and APIs.
- "Client Assets" means your business portfolio, Pages, Instagram accounts, ad accounts, lead forms, audiences and campaigns.
- "Ad Spend" means amounts charged by Meta for advertising delivered in your ad accounts.
- "Leads" means information submitted by people through lead forms or other lead capture connected to your campaigns.
- "Client Materials" means content, trademarks, claims, offers, data and other materials you provide or approve for use in the Services.
- "Agreed Limits" means the budgets, spending limits, targeting boundaries and approval rules set out in the Order Form or agreed with you in writing, including by email.
- "Services" means the Gushwork Ads services described in Section 3 and in your Order Form.
3. The Services
3.1 Scope. Gushwork will provide managed Meta lead advertising for your business, which may include: campaign strategy; creating and launching campaigns, ad sets, ads and lead forms; producing ad creative and copy; ongoing optimization; delivering Leads to destinations you choose; and daily and periodic reporting. The exact scope, channels and deliverables are set out in your Order Form.
3.2 Personnel and automation. Gushwork performs the Services using qualified personnel and automated systems, including AI Systems as defined in the Master Terms. Gushwork remains responsible for the Services it performs through them.
3.3 Review and approvals. You approve your brief, offers and Agreed Limits. Gushwork reviews new campaigns and creative concepts internally before launch, so you do not need to approve each ad. Optimization within the Agreed Limits, such as pausing ads or adjusting budgets, happens without separate approval. You may ask to review specific items at any time.
3.4 A developing service. Gushwork Ads is under active development. Gushwork may add, change or remove features and change how it delivers the Services, provided a change does not materially reduce the Services in your Order Form.
3.5 Privacy page for your lead forms. Meta requires every lead form to link to a privacy policy. Gushwork Ads hosts one for you, generated from a template with your business details, which you review and accept during onboarding. You remain responsible for that page and its accuracy; the template is not legal advice, and your own adviser should review it.
3.6 Excluded categories. Gushwork Ads does not currently run ads in Meta's Special Ad Categories (financial products and services, including credit, insurance and investments; employment; housing; and social issues, elections or politics) or for health and nutrition products, and is not used to make eligibility decisions about people. Gushwork may decline or pause any campaign that falls into these categories.
4. Access and authorization
4.1 Connection. You will give Gushwork access to the Client Assets needed for the Services, either by connecting Gushwork Ads through Facebook Login for Business ("Continue with Facebook") or by sharing them with Regents Inc as a partner in your business portfolio, as shown in our setup guide.
4.2 Standing authorization. You authorize Gushwork, for the term of the Agreement, to act on your behalf in the Client Assets you grant access to, including to create, edit, pause, resume and delete campaigns, ad sets, ads and lead forms, to set and adjust budgets and account spending limits, to upload customer lists you provide as ad audiences, and to retrieve Leads, account status and reporting data, in each case within the Agreed Limits.
4.3 Spending limits. Gushwork will not cause Ad Spend to exceed the Agreed Limits without your prior written approval. You may change the Agreed Limits by written notice, effective within 1 business day.
4.4 What we will not do. Gushwork will not: ask for your passwords; post on your Page; change campaigns it did not create unless you ask; change or remove your payment method; delete your Page or business portfolio; remove your people or admins; transfer ownership of Client Assets; or grant access to Client Assets to any third party, except to the Service Providers described in the Privacy Policy.
4.5 Revoking access. You may revoke Gushwork's access at any time by removing Gushwork Ads (listed on Meta as Plethos) in Business Settings › Integrations › Connected apps, or by removing Regents Inc as a partner. Revoking access does not by itself terminate the Agreement or end your payment obligations, but Gushwork will not be responsible for Services it cannot perform without access.
5. Client responsibilities
You will:
- Own and maintain your accounts: own the Client Assets, keep them in good standing, keep two-factor authentication on, and complete verification steps that only you can complete, such as phone or identity verification.
- Keep payment working: maintain a valid payment method on each ad account and pay all Ad Spend when due.
- Follow Meta's rules: comply with Meta's Terms of Service, Commercial Terms, Self-Serve Ad Terms, Advertising Standards and Lead Ads Terms.
- Provide accurate materials: provide Client Materials that are accurate, not misleading, and that you have the rights to use, and substantiate any claims made in your ads.
- Handle Leads lawfully: have a lawful basis and any required consent to contact the people who submit Leads, and comply with applicable laws including the Telephone Consumer Protection Act, CAN-SPAM Act, and state privacy and telemarketing laws.
- Respond promptly: provide and approve your brief, offers and Agreed Limits, and respond to Meta notices, within a reasonable time. Delays may delay the Services.
- Excluded categories: not ask Gushwork to advertise in the excluded categories in Section 3.6, and tell us promptly if your business moves into one.
- Lawful use of Leads: not use Leads to discriminate against people or to make eligibility decisions about housing, employment, credit, insurance or similar opportunities.
- Use data from Gushwork Ads properly: use Leads and other data Gushwork makes available to you only in line with Meta's Platform Terms and Lead Ads Terms: not sell or license it, not combine it with other advertisers' data, not use it for surveillance, and not try to re-identify hashed data.
- Customer lists: upload only lists you have the right to use for advertising, with any notice or consent the law requires.
- Lead form privacy page: keep a privacy policy for your lead forms, and handle requests from people about their data.
6. Fees and Ad Spend
6.1 Fees. Fees, invoicing, payment terms and taxes, including any GST or other local tax, are as agreed in your Order Form or contract with Gushwork. Fees and Ad Spend may be in different currencies; Ad Spend is charged by Meta in your ad account's currency.
6.2 Ad Spend. Ad Spend is separate from any Fees. You pay Meta directly for all Ad Spend through the payment method on your ad account. Gushwork does not collect, hold or pay Ad Spend, and is not responsible for charges Meta makes to your payment method, except where Ad Spend exceeds the Agreed Limits because of Gushwork's breach of Section 4.3.
7. No guaranteed results
Advertising results depend on factors outside Gushwork's control, including Meta's ad delivery, auctions, algorithms, review decisions and policies, market conditions, and your offers and follow-up. Any forecasts, targets or estimates, including lead volume, cost per lead, lead quality, conversion or revenue, are good-faith estimates only. Unless your Order Form expressly includes a performance guarantee, Gushwork does not guarantee any results. Where an Order Form includes a guarantee, the remedy described in that Order Form is your sole remedy for not meeting it.
8. Meta Platforms
8.1 Meta is not a party. Meta is not a party to the Agreement and has no responsibility or liability under it. Your use of the Meta Platforms is governed by your own agreements with Meta.
8.2 Platform decisions. Meta may reject ads, limit delivery, restrict or disable accounts, change features, APIs or policies, or suspend Gushwork Ads' access at any time. Gushwork is not liable for these actions. If one occurs, Gushwork will notify you promptly and help you with any appeal. Gushwork will not create new accounts or assets to get around a Meta restriction.
8.3 Platform changes. If a change by Meta materially affects Gushwork's ability to provide the Services, the parties will negotiate in good faith to adjust the Services. If they cannot agree within 30 days, either party may terminate the affected Services on 30 days' written notice.
9. Intellectual property
9.1 Your property. You keep all rights in the Client Assets, Client Materials, Leads and your data. You grant Gushwork a non-exclusive, royalty-free license to use them during the term only to provide the Services.
9.2 Deliverables. Upon full payment of the related Fees, you own the ad creative, copy and lead forms produced specifically for you ("Deliverables"). Gushwork may keep copies for its records, subject to its confidentiality obligations.
9.3 Gushwork property. Gushwork keeps all rights in Gushwork Ads, its software, AI Systems, workflows, templates, know-how and general skills, and in any improvements to them. Nothing in the Agreement transfers those rights to you.
9.4 Portfolio use. Gushwork will not use your name, logo or results in its marketing without your prior written consent.
10. Confidentiality and data
10.1 Confidentiality. Each party will protect the other's Confidential Information as set out in the Master Terms. Leads, reporting data and access tokens are your Confidential Information.
10.2 Data and AI. Gushwork processes data received from Meta and Leads only to provide the Services to you, as described in the Gushwork Ads Privacy Policy, and in line with Meta's Platform Terms. Gushwork does not sell that data or combine it with another client's. Where Gushwork uses AI to draft creative or summarise your own results, it does so under the rules in the Privacy Policy: your data is not used to train models, is never shared across clients, Lead contact details are never sent to an AI model, and a person reviews AI-drafted ads before they run.
10.3 Security incidents. Gushwork will notify you without undue delay, and in any event within 72 hours, after becoming aware of unauthorized access to your data held by Gushwork.
10.4 Roles. For Leads and data in your Client Assets, you are the business (controller) and Gushwork is your service provider (processor). Gushwork processes that data only on your behalf and on your instructions, passes to you any request it receives from a person about their data within 5 business days, and, where the law allows, tells you before answering a government request for it. The DPA sets out these obligations in full.
11. Term, suspension and termination
11.1 Term. The Agreement starts on the Effective Date in your Order Form and continues for the term stated there. Renewal, minimum term and termination for convenience are as set out in your Order Form or, if it is silent, in the Master Terms.
11.2 Termination for cause. Either party may terminate the Agreement by written notice if the other party materially breaches it and does not cure the breach within 15 days of written notice, or becomes insolvent or subject to bankruptcy proceedings.
11.3 Suspension. Gushwork may pause campaigns or suspend the Services immediately, with notice to you, if continuing would likely violate law or Meta policy, or put Client Assets or Gushwork at risk of restriction.
11.4 Effect of termination. On termination or expiry: (a) Gushwork stops performing the Services; (b) Gushwork pauses active campaigns unless you instruct otherwise in writing; (c) Gushwork removes its access, or you may remove it; (d) your Client Assets, campaigns and Leads stored in Meta remain yours; (e) Gushwork deletes your data as described in the Privacy Policy; and (f) amounts owed up to the termination date remain payable as set out in your Order Form.
11.5 Survival. Sections 6, 7, 8.1, 9, 10, 12, 13, 14, 15 and 16 survive termination.
12. Warranties and disclaimer
12.1 Mutual. Each party warrants that it has the authority to enter into the Agreement.
12.2 Gushwork. Gushwork warrants that it will perform the Services in a professional manner consistent with generally accepted industry standards.
12.3 Client. You warrant that you own or control the Client Assets, that the Client Materials do not infringe third-party rights or violate law, and that your products and services comply with applicable law.
12.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND GUSHWORK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GUSHWORK DOES NOT WARRANT THAT ADS WILL BE APPROVED OR DELIVERED, THAT THE META PLATFORMS WILL BE AVAILABLE, OR THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE.
13. Indemnification
13.1 By you. You will defend, indemnify and hold harmless Gushwork and its affiliates, officers and employees from third-party claims, fines and penalties arising from: (a) the Client Materials or your products and services; (b) your use of or contact with Leads, including under telemarketing, email and privacy laws; or (c) your breach of Section 5 or of Meta's terms.
13.2 By Gushwork. Gushwork will defend, indemnify and hold you harmless from third-party claims arising from: (a) Gushwork's gross negligence or willful misconduct; or (b) Gushwork's breach of Section 10.
13.3 Process. The indemnified party will promptly notify the indemnifying party of the claim, give it control of the defence and settlement (no settlement may admit fault by the indemnified party without its consent), and provide reasonable cooperation.
14. Limitation of liability
14.1 Excluded damages. EXCEPT FOR EXCLUDED LIABILITIES, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OR DATA, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.
14.2 Cap. EXCEPT FOR EXCLUDED LIABILITIES, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE LIMIT SET OUT IN YOUR ORDER FORM OR, IF NONE, IN THE MASTER TERMS.
14.3 Excluded Liabilities means amounts owed under the Order Form, a party's indemnification obligations, breach of confidentiality, and a party's gross negligence, fraud or willful misconduct.
14.4 Platform and spend. Gushwork is not liable for Ad Spend (except under Section 6.2), actions or outages of Meta or other third-party platforms, or results of decisions you make.
15. Governing law and disputes
15.1 The Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles.
15.2 The parties will first try to resolve any dispute through their management for 30 days. After that, except for claims for injunctive or equitable relief relating to intellectual property, confidentiality or unauthorized use of the Services, any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware, before one arbitrator, in English, and may be conducted remotely. Judgment on the award may be entered in any court with jurisdiction.
16. General
16.1 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency (other than the limited authorization in Section 4) or employment relationship.
16.2 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including Meta or cloud platform outages, but this does not excuse amounts already owed.
16.3 Assignment. Neither party may assign the Agreement without the other's written consent, except to a successor in a merger, acquisition or sale of substantially all assets, with written notice.
16.4 Notices. Notices must be in writing and sent by email or courier to the addresses in the Order Form. Notices to Gushwork should also be sent to admin@gushwork.ai.
16.5 Changes to these Gushwork Ads Terms. Gushwork may update these Gushwork Ads Terms by posting a new version on this page and notifying active clients by email at least 30 days before material changes take effect. Changes do not apply to a current term without your agreement, unless required by law or by Meta.
16.6 Entire agreement; severability; waiver. The Agreement is the entire agreement between the parties on its subject matter. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
17. Contact
Regents Inc dba Gushwork
16192 Coastal Hwy, Lewes, DE 19958, United States
Email: admin@gushwork.ai · Phone: +1 (888) 451 5522