Advertising Terms of Service  

Effective September 1, 2025 (Last updated July 9, 2026)

These Wee Amici Advertising Terms of Service (these "Ad Terms") form a legally binding contract between Wee Amici Inc. and its Affiliates ("Wee Amici") and the entity agreeing to these Ad Terms (the "Advertiser") (each, a "party" and together, the "parties") and govern the use of the Ad Service. The term "Advertiser", as used herein, will apply on a several basis to the entity whose Ads will be serviced by Wee Amici under these Ad Terms and any Agency acting on its behalf. These Ad Terms incorporate by reference the Supplemental Terms and Policies. Capitalized terms not defined in these Ad Terms shall have the meaning set forth in the Wee Amici Advertising Terms Definitions (the "Ad Terms Definitions").

BY ACCEPTING THESE WEE AMICI ADS TERMS, PURCHASING AN AD OR UTILIZING ANY PART OF THE AD SERVICE IN ANY MANNER, ADVERTISER REPRESENTS AND AFFIRMS HAVING READ, UNDERSTOOD, ACCEPTED AND AGREED TO BE LEGALLY BOUND BY THESE WEE AMICI ADS TERMS.

1. Account Creation; Access.

a.     To use the Ad Service as contemplated by these Wee Amici Ads Terms, Advertiser must create an account (“Account”) and become a paying Member of Wee Amici. As part of the Account setup, Advertiser will set log-in credentials for its Account. After the initial creation of Advertiser’s Account, Advertiser may authorize users, including any Agents, to access and use Advertiser’s Account on Advertiser’s behalf for the purposes described in these Wee Amici Ads Terms. It is the Advertiser’s obligation to validate all approved Account users and to maintain the security of all Account credentials. Advertiser is responsible for all activity that occurs in its Account, including the actions of each individual and/or Agent with access to Advertiser’s Account.

2. The Ad Service.

a. Advertiser authorizes Wee Amici to place Ad Content on the Ad Service Properties. For the avoidance of doubt, unless otherwise stated in the Supplemental Terms and Policies, Wee Amici will only place Ad Content on Ad Service Properties made available in connection with the Ad Service if authorized by Advertiser.

b. Advertiser grants Wee Amici and its users a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, publish, transmit, make available, reproduce, modify, translate, create derivative works from, perform, and distribute Ad Content.

c. Advertiser is solely responsible for: (i) Ad Content; (ii) Advertiser Properties; (iii) services and products offered in Ad Content and on Advertiser Properties; (iv) Advertiser’s use of the Ad Service (including trafficking, and targeting decisions, if selected); and (v) providing all legally required disclosures to, including without limitation, data usage notices, and receiving applicable consents from, all users that engage with the Ad Content and as specified in the Ad Data Terms. Advertiser shall be solely responsible to review Ad Content, including any AI-generated Ad Content to: (1) determine its accuracy, suitability, completeness, and appropriateness of using, displaying, or publishing such Ad Content as a part of Advertiser’s Ads; and (2) ensure that Advertiser and the Ad Content do not violate any Applicable Laws, third-party rights, or Ad Policies.

d. Advertiser acknowledges and agrees that Wee Amici owns all right, title, and interest (including, all intellectual property and proprietary rights) and/or has the right to grant and extend any rights and licenses in and to the Ad Service and the Wee Amici Properties. Further, Advertiser understands and agrees that once displayed via the Ad Service, Ad Content is public information and may be shared and/or accessed outside of Advertiser’s targeted audience.

e. Advertiser acknowledges and agrees that Wee Amici may reject or remove Ad Content at any time and for any reason in its sole discretion including without limitation, where Wee Amici reasonably suspects or becomes aware that such Ad Content infringes any Applicable Laws, third-party rights, or Ad Policies.

f. Advertiser acknowledges and agrees that Wee Amici makes no commitments regarding editorial adjacency, content adjacency, or competitive separation of Ad Content on the Wee Amici Properties, and that the Wee Amici Properties contain user-generated content.

g. Wee Amici may at any time and for any reason in its sole discretion: (i) suspend or terminate Advertiser’s use of the Ad Service including where Wee Amici believes in good faith that Advertiser is in breach of these Ad Terms or Ad Policies; and (ii) modify or cancel the Ad Service in whole or part.

h. For clarity, Wee Amici’s Member Agreement and Business Services Terms along with any additional terms between Advertiser and Wee Amici, govern Advertiser’s use of any Wee Amici website, product, or service other than the Ad Service. 

3. Supplemental Terms and Policies.
a. Advertiser agrees to comply with the Ad Policies and the Supplemental Terms and Policies, which are incorporated herein by reference. Wee Amici may modify the Supplemental Terms and Policies at any time and for any reason in its sole discretion.

4. Representations and Warranties.

a. Advertiser represents and warrants that: (i) the Ad Content and Advertiser Properties will comply with all Applicable Laws; (ii) any instructions or directions Advertiser provides to Wee Amici regarding user targeting or access to Ad Content and/or Advertiser Properties will comply with all Applicable Laws; (iii) the Ad Content and Advertiser Properties do not infringe or misappropriate the rights of any third party; (iv) the Ad Content and Advertiser Properties cannot reasonably be determined to tarnish the goodwill of Wee Amici or any Wee Amici Properties; (v) all Ad Content and Advertiser Properties are free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any Wee Amici system data or information, the Ad Service, or Ad Service Properties; (vi) clicking on Ad Content and Advertiser Properties will not cause damage to or interfere with a user’s computer or other device or expropriate any user system data or information, change a user’s settings, or create a series of sequential, stand-alone Ads (including by pop-up or pop-under window); (vii) Advertiser will not engage in, nor cause others to engage in, the following activities relating to the Ad Service: (1) improper, malicious, or fraudulent clicking, impression, or marketing activities; or (2) spamming or messaging (including electronic communication) that otherwise does not comply with Applicable Laws; and (viii) Advertiser has all necessary rights to grant to Wee Amici the licenses specified in these Ad Terms.

b. Agency represents and warrants that: (i) Agency is the authorized agent of Advertiser; and (ii) has the legal authority to enter into these Ad Terms, bind the Advertiser under these Ad Terms, and use the Ad Service, each on behalf of Advertiser. Agency is liable for Advertiser’s obligations under these Ad Terms to the extent Agency: (1) fails to bind Advertiser to these Ad Terms; and/or (2) breaches its representations and warranties in this Section 4(b).

c. Advertiser and Agency each represent and warrant that it is not named on the Specially Designated Nationals and Blocked Persons List or other sanctions lists administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or otherwise subject to U.S. sanctions, and that its use of the Ad Service will not cause Wee Amici to violate any U.S. sanctions program.

5. Confidentiality. Each party will take all measures necessary to protect the secrecy of, and to avoid disclosure and unauthorized use of another party’s Confidential Information to a third party except: (a) to employees or agents who need to know it and who have agreed in writing to confidentiality obligations at least as protective as in these Ad Terms; (b) as required by Applicable Law after using commercially reasonable efforts to provide advance written notice of such disclosure; or (c) with the Discloser’s express written consent. "Confidential Information" means information disclosed by a party (the "Discloser") to the other party (the "Recipient") under these Ad Terms or in connection with use of the Ad Service, that is marked confidential or would reasonably be considered confidential under the circumstances, and excludes information that: (i) is generally known or becomes available in the public domain, through no fault of the Recipient; (ii) was in the possession of Recipient before receipt from Discloser; (iii) was rightfully acquired by or already known to the Recipient without an existing confidentiality obligation; or (iv) is independently developed by the Recipient without violating any of its obligations under these Ad Terms. All Confidential Information will remain the Discloser’s personal property.

6. Indemnity.
a. By Advertiser. Advertiser agrees to defend, indemnify, and hold Wee Amici and its officers, directors, employees, agents, and Affiliates, harmless from and against all damages, liabilities, losses, costs, and expenses (including attorneys’ fees) (the "Losses") relating to any claim, action, suit or proceeding brought by a third party (any "Claim") arising out of or related to: (i) the Ad Content and/or Advertiser Properties; (ii) any actual or alleged breach by Advertiser or its Agent of these Ad Terms, including Advertiser’s representations and warranties set forth herein; (iii) Advertiser’s or its Agent’s use of the Ad Service; (iv) breach of any Applicable Laws; and (v) Advertiser’s gross negligence or willful misconduct.

b. By Agency. Agency will indemnify, defend, and hold Wee Amici and its officers, directors, employees, agents, and Affiliates harmless against any Losses arising from or related to any Claim arising from or related to Agency’s breach of Section 4(b).

7. Disclaimers; No Warranties.  THE AD SERVICE, WEE AMICI PROPERTIES, AND ALL RELATED INFORMATION, CONTENT, MATERIALS, AND AD CONTENT GENERATED BY TOOLS PROVIDED BY WEE AMICI ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEE AMICI EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WEE AMICI DOES NOT WARRANT OR REPRESENT THAT THE AD SERVICE, ANY WEE AMICI PROPERTIES, OR THE INFORMATION, CONTENT, MATERIALS, OR AD CONTENT GENERATED BY TOOLS PROVIDED BY WEE AMICI THEREIN WILL MEET ANY OF ADVERTISER’S PARTICULAR REQUIREMENTS, OPERATE UNINTERRUPTED OR ERROR FREE, OR ARE FREE FROM ANY THIRD-PARTY MALICIOUS OR FRAUDULENT ACTIVITY. TO THE EXTENT THAT ADVERTISER ELECTS TO PUBLISH ANY AD CONTENT GENERATED WITH TOOLS PROVIDED BY WEE AMICI AS A PART OF ADVERTISER’S ADS, ADVERTISER ASSUMES ANY AND ALL RISKS.

8. Limitation of Liability. EXCEPT FOR A PARTY’S (A) CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 5; (B) INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6; AND (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) NO PARTY WILL BE LIABLE UNDER THESE AD TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES (SUCH AS INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES); AND (II) EXCEPT FOR ADVERTISER’S OR AGENCY’S PAYMENT OBLIGATIONS HEREUNDER, WEE AMICI’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE AD TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT ALREADY PAID BY ADVERTISER OR AGENCY TO WEE AMICI IN THE ONE (1)-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

9. General.
a. Entire Agreement. These Ad Terms, together with any additional terms, including the Supplemental Terms and Policies, that reference these Ad Terms or are referenced by these Ad Terms, constitute the entire agreement between Advertiser and Wee Amici with respect to the use of the Ad Service.

b. Amendment. Wee Amici reserves the right to amend these Ad Terms and any applicable Supplemental Terms and Policies at any time and for any reason in its sole discretion. Wee Amici will notify Advertiser of any material changes as legally required (for example, by emailing Advertiser or posting an update in the platform). Material changes to these Ad Terms and the Supplemental Terms and Policies shall be effective immediately for first-time Advertisers and shall become effective for existing Advertisers seven (7) calendar days after notification, unless otherwise stated. All other changes and changes to Ad Policies are effective immediately unless otherwise stated. If Advertiser continues using the platform after a change to the Ad Terms or any applicable Supplemental Terms and Policies is effective, Advertiser accepts and agrees to be bound by the new terms; if Advertiser disagrees with the new terms, Advertiser must stop using the platform and delete any Advertiser’s account(s).

c. Termination. Except as otherwise stated in applicable Supplemental Terms and Policies, either party may terminate these Ad Terms at any time with written notice to the other party, but any continued use by Advertiser of the Ad Service will be subject to the then-current Ad Terms made available to Advertiser by using the Ad Service. Sections 2 (The Ad Service); 3 (Supplemental Terms and Policies); 4 (Representations and Warranties); 5 (Confidentiality); 6 (Indemnification); 7 (Disclaimers; No Warranties); 8 (Limitation of Liability); and 9 (General), will survive termination of these Ad Terms.

d. Marketing. Except as otherwise stated in applicable Supplemental Terms and Policies, Wee Amici may use Ad Content for its own advertising, marketing, and promotional purposes once the Ad Content has run on Wee Amici Properties.

e. Governing Law. These Ad Terms are governed by Delaware law, without giving effect to any conflict of law principles, except as may otherwise be provided in the applicable Supplemental Terms and Policies.

f. Waiver; Severability. NOTHING IN THESE AD TERMS IS INTENDED TO LIMIT A PARTY’S NON-WAIVABLE STATUTORY RIGHTS. If any provision of these Ad Terms is found invalid, illegal, or unenforceable, the remainder of the Ad Terms will remain in full force and effect.

g. Assignment. No party may assign any part of these Ad Terms or any right or duty hereunder without the other party’s prior written consent, except to an Affiliate or in the event of a Change of Control. Any other attempt to assign is void.

h. Relationship. No part of these Ad Terms creates any agency, partnership, or joint venture between the parties.

i. Audit. Wee Amici reserves the right to monitor and audit your compliance with these Wee Amici Ads Terms.

j. Dispute resolution. If a dispute arises, the dispute resolution terms of Section 15 of the Member Agreement will apply to all disputes between you and Wee Amici arising out of the Wee Amici Ads Terms or otherwise in connection with these Wee Amici Ads Terms, except for payment disputes, which will be resolved as described in Section 11 (Payments; Cancellation; Refunds).

10. Ads.

a. Wee Amici will deliver Ad Content to its Members; provided, however, Wee Amici does not guarantee that Advertiser’s Ad Content will reach its intended audience.

b. Wee Amici will determine the size, placement and positioning of Ad Content in its sole discretion. 

c. Scheduling of delivery of Ad Content is subject to availability and may not be continuous.

d. Wee Amici does not guarantee the reach or performance of Ad Content, Tags, or the Ad Service.

e. Advertiser is responsible for including any legally required disclosures in the Ad Content.

11. Payments; Cancellation; Refunds.

a. Charges.

1. Advertiser will pay all charges incurred in connection with the Ad Service (“Charges”). Charges will be based solely on Wee Amici’s current rate and are inclusive of any applicable taxes. Advertiser will pay all applicable taxes and other government charges. If a purchase is subject to taxes (including value-added taxes (“VAT”) or goods and services taxes) and Advertiser is required by Applicable Laws to remit and report those taxes, Advertiser agrees to remit and report those taxes to the appropriate taxing authority.
2. To the maximum extent permitted by law, Advertiser waives all claims related to Charges not disputed in writing 60 days after the applicable invoice or credit card charge. Wee Amici may extend, revise or revoke credit and invoice billing to Advertiser at any time in Wee Amici’s sole discretion. Advertiser is responsible for maintaining the security of its advertising account and acknowledges and understands that Advertiser will be charged for any purchases placed on or through Advertiser’s account.

 b. Payment.

1. Advertiser will submit its payment card information for payment. Advertiser authorizes Wee Amici or Wee Amici’s third-party payment processor (currently Stripe and its affiliates) to obtain pre-authorization and charge Advertiser’s payment card for Charges at Wee Amici’s convenience, including but not limited to at any time an Ad is purchased, a partnership is purchased or upgraded, or an account is renewed.
2. Advertiser is solely responsible for any additional fees (e.g. overage fees) resulting from the use of the payment card for payment. Advertiser authorizes Wee Amici or its third-party payment processor to store Advertiser’s information, as updated from time to time. If Wee Amici does not receive payment from Advertiser’s payment card issuer, their agents, or from Advertiser’s alternative payment method, Advertiser remains obligated to pay Wee Amici for any Ads delivered, and agrees to pay all amounts due upon request from Wee Amici or its agents. ADVERTISER IS RESPONSIBLE FOR PAYING ALL AMOUNTS BILLED TO ADVERTISER’S PAYMENT METHOD, WHETHER OR NOT AUTHORIZED BY ADVERTISER.

c. Late Payments. If Advertiser’s payment method fails, or an invoice becomes past due, Wee Amici may take steps to collect past due amounts using collection mechanisms it deems appropriate and it may terminate Advertiser’s use of the Ad Service. Late payments will bear interest at a rate of 1.5% per month or the highest rate permitted by law, whichever is less. Advertiser will pay reasonable expenses and attorney’s fees Wee Amici incurs in collecting late payment.

d. Cancellation. When you cancel an Ad, you cancel the continuing renewal of the Ad and future charges associated with the Ad. The Ad will continue to run until the end of its cycle, after which the Ad will stop running. You will not receive a refund for the current cycle. Advertiser may contact Wee Amici’s support for instructions on how to cancel any Ads.

e. Refunds. ALL PAYMENTS TO WEE AMICI FOR ADS AND AD SERVICES ARE FINAL, NON-CANCELABLE, AND NON-REFUNDABLE. Advertiser is responsible for all fees associated with Ads already published, and Advertiser’s payment method may be charged accordingly.