Terms of Service

1. Acceptance of Terms

Welcome to Elite Budget Tracker, operated by Upstream Digital Marketing. By accessing or using our service, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our service.

These Terms constitute a legally binding agreement between you and Upstream Digital Marketing. Your use of the service is also governed by our Privacy Policy, which is incorporated by reference into these Terms.

We reserve the right to modify these Terms at any time. Continued use of the service after changes constitutes acceptance of the modified Terms.

2. Description of Service

Elite Budget Tracker is an Ad spend tracking and budget management platform for digital marketing agencies that provides the following features:

2.1 Core Features

• Multi-client budget management
• Real-time ad spend tracking
• Platform integrations (Meta Ads, Google Ads, Microsoft Advertising)
• Smart alerts and notifications
• Budget pacing and forecasting
• Campaign performance monitoring

2.2 Supported Ad Platforms

We currently support connections to:

• Meta Ads
• Google Ads
• Microsoft Advertising

2.3 Service Availability

We strive to maintain high availability of our service but do not guarantee uninterrupted access. The service may be temporarily unavailable due to:

• Scheduled maintenance and updates
• Emergency maintenance or security patches
• Issues with third-party ad platform APIs
• Force majeure events beyond our control

3. User Accounts

3.1 Registration Requirements

To use Elite Budget Tracker, you must:

• Be at least 18 years of age
• Provide accurate and complete registration information
• Maintain the accuracy of your account information
• Have the authority to enter into these Terms
• Not be prohibited from using the service under applicable laws

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your password
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Using strong passwords and enabling security features

We are not liable for any loss or damage from your failure to maintain account security.

3.3 Account Restrictions

You may not:

• Create multiple accounts to circumvent restrictions
• Share your account credentials with others
• Transfer or sell your account to another party
• Use another user's account without permission
• Create accounts using automated means or false information

4. Service Usage and Conduct

4.1 Acceptable Use

You agree to use the service only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the service or servers
• Use automated scripts or bots without our written permission
• Reverse engineer, decompile, or disassemble any part of the service
• Remove or modify any copyright, trademark, or proprietary notices
• Use the service to send spam or unsolicited communications

4.2 Data Accuracy

You are responsible for the accuracy of data you input into the service, including:

• Client names and budget allocations
• Campaign configurations and thresholds
• Alert settings and notification preferences
• Any manual data entry or adjustments

While we sync data from connected ad platforms, you are responsible for verifying the accuracy of your client budgets and campaign configurations.

4.3 Commercial Use

Elite Budget Tracker is designed for use by marketing agencies, consultants, and businesses managing advertising budgets. You may use the service for commercial purposes in the ordinary course of your business.

4.4 Client Data

If you manage budgets for clients, you represent and warrant that:

• You have the right to access and use their ad platform data
• You have necessary permissions to store their information in our service
• You comply with all applicable data protection laws
• You will not use the service to violate any client agreements

5. Platform Connections and Data

5.1 OAuth Connections

When you connect ad platforms using OAuth, you authorize us to:

• Access campaign names, budgets, and spend data
• Store OAuth tokens securely to maintain the connection
• Periodically sync data to keep it up to date

We only request read-only access and do not access ad creative, targeting settings, or audience data.

5.2 Platform Terms

Your use of connected ad platforms is subject to their respective Terms of Service:

• Meta Business Tools Terms
• Google Ads Terms of Service
• Microsoft Advertising Agreement

You are responsible for complying with these third-party terms. We are not responsible for changes to third-party APIs or platform policies.

5.3 Data Synchronization

We sync data from connected platforms at regular intervals. You acknowledge that:

• There may be delays between actual platform data and what appears in our service
• Platform API limitations may affect sync frequency
• We are not responsible for data inaccuracies from third-party platforms
• You should verify critical data directly with ad platforms

6. Intellectual Property

6.1 Our Intellectual Property

The service, including all software, designs, text, graphics, logos, and other content, is owned by Upstream Digital Marketing and protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable license to access and use the service for your business purposes. This license does not include the right to:

• Copy, modify, or create derivative works
• Sell, rent, lease, or sublicense the service
• Reverse engineer or access source code
• Frame or mirror any part of the service

6.2 Your Content

You retain ownership of all data you input into the service, including client names, budgets, and notes. By using the service, you grant us a license to use your data solely to provide the service to you.

6.3 Feedback

If you provide feedback, suggestions, or ideas about the service, we may use them without any obligation to you. We own all rights to improvements or modifications we make based on your feedback.

7. Disclaimers and Warranties

7.1 "AS IS" Service

THE SERVICE IS 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
• Non-infringement
• Accuracy, reliability, or completeness of data

7.2 No Guarantee of Availability

We do not guarantee that:

• The service will be available 100% of the time
• The service will be error-free or uninterrupted
• Defects will be corrected in any specific timeframe
• The service will meet your specific requirements

7.3 Budget Forecasts are Estimates

7.4 Third-Party Services

We are not responsible for:

• The availability or accuracy of third-party ad platform APIs
• Changes to third-party platform terms or features
• Disruptions caused by third-party service outages
• Data discrepancies from third-party sources

7.5 MVP Disclaimer

This is a demonstration version (MVP) of Elite Budget Tracker. You acknowledge that:

• Some features use mock data for demonstration purposes
• The service may have bugs or incomplete features
• Features and functionality may change without notice
• You should not rely on this MVP for critical business operations

8. Limitation of Liability

8.1 General Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPSTREAM DIGITAL MARKETING SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of substitute services
• Business interruption or loss of goodwill

This applies whether based on warranty, contract, tort, negligence, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

8.2 Cap on Liability

Our total liability to you for all claims arising from your use of the service shall not exceed the greater of:

• The amount you paid us in the 12 months before the claim, or
• $100 (if no payment was made)

8.3 Specific Scenarios

We are not liable for damages caused by:

• Inaccurate budget forecasts or pacing calculations
• Missed alerts or notification failures
• Data synchronization delays or errors
• Budget overspend due to reliance on our forecasts
• Third-party platform API changes or outages
• Your failure to verify data with ad platforms
• Unauthorized access resulting from your security lapses

8.4 Jurisdictional Limitations

Some jurisdictions do not allow certain liability limitations. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

9. Termination

9.1 Termination by You

You may terminate your account at any time by:

• Using the account deletion feature in settings, or
• Contacting support at Nate@upstreamdigitalmarketing.co

9.2 Termination by Us

We may suspend or terminate your account if:

• You violate these Terms
• We suspect fraudulent or illegal activity
• You fail to pay fees (when payment features are implemented)
• Your use creates security or legal risks
• Required by law or regulatory authority

9.3 Effect of Termination

Upon termination:

• Your access to the service will be immediately revoked
• We will delete your personal data within 30 days (subject to legal retention requirements)
• You may request a data export before deletion
• Aggregated, anonymized data may be retained for analytics
• Provisions that by their nature should survive will survive (e.g., limitations of liability, intellectual property)

9.4 Data Export

Before terminating your account, you may export:

• Client lists and budget information
• Campaign data and historical spend
• Alert history and notifications

After account deletion, we cannot recover your data.

10. Modifications to Service

10.1 Changes to Features

We reserve the right to:

• Add, modify, or remove features at any time
• Change the user interface or design
• Update algorithms for pacing and forecasting
• Add or remove supported ad platforms

We will make reasonable efforts to notify you of material changes that negatively affect your use of the service.

10.2 Changes to Terms

We may update these Terms from time to time. When we make material changes:

• We will update the "Last updated" date
• We will notify you via email or in-app notification
• Your continued use constitutes acceptance of the new Terms
• If you disagree, you may terminate your account

10.3 Service Discontinuation

We may discontinue the service with 30 days' notice. In such event:

• We will provide notice via email
• You will have time to export your data
• Any prepaid fees will be refunded pro-rata (when applicable)

11. Governing Law and Disputes

11.1 Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to its conflict of law provisions.

11.2 Dispute Resolution

Before filing a legal claim, you agree to first contact us at Nate@upstreamdigitalmarketing.co to attempt to resolve the dispute informally.

11.3 Jurisdiction

You agree to submit to the personal jurisdiction of the state and federal courts located in San Francisco, California for any legal proceedings.

11.4 Class Action Waiver

You agree to resolve disputes with us on an individual basis. You waive any right to participate in class actions or class-wide arbitration.

11.5 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

12. Contact Information

If you have questions, concerns, or disputes regarding these Terms of Service, please contact us: