“Licensee” means the individual or entity that has purchased a seat license and accepted these terms at checkout.
“Seat” means a single named-user license authorizing one (1) individual to access and use the Creative Engine Gen-2 Beta platform. A Seat is non-transferable without prior written consent from Ritual Ads.
“Platform” means the Ritual Ads Creative Engine Gen-2 Beta, including all AI-powered ad generation tools, interfaces, APIs, and related services made available under this Addendum.
“Beta Period” means the period commencing on the Licensee’s checkout confirmation date and continuing until Ritual Ads, in its sole discretion, transitions the Platform to a generally available commercial release or terminates the Beta program.
Subject to full and timely payment of the License Fee and Licensee’s continued compliance with the Ritual Ads Terms of Service and this Addendum, Ritual Ads grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to:
This license does not include any right to resell, sublicense, white-label, or redistribute access to the Platform or its outputs as a standalone service.
The License Fee for each Seat is $2,500.00 USD per month (“Monthly Fee”). Billing is as follows:
Licensee acknowledges and agrees that:
As between Licensee and Ritual Ads, Licensee retains ownership of the advertising creative assets and content it generates using the Platform (“Outputs”), subject to the following:
Licensee may not:
Licensee acknowledges that the Platform, its underlying architecture, pricing, and unreleased features constitute confidential information of Ritual Ads. Licensee agrees not to disclose or publicize any non-public aspects of the Platform without prior written consent from Ritual Ads.
1. By Licensee
Licensee may cancel a Seat license at any time by providing written notice to billing@ritualads.com. Cancellation takes effect at the end of the then-current monthly billing cycle. No refunds are provided for partial months.
2. By Ritual Ads
Ritual Ads may terminate this Addendum or suspend a Seat license immediately upon written notice if Licensee materially breaches these terms, fails to make timely payment, or engages in conduct that Ritual Ads reasonably determines is harmful to the Platform, other users, or third parties.
Upon conclusion of the Beta Period, Licensee’s access will automatically transition to a standard paid subscription at the then-current generally available pricing, unless Licensee provides written notice of cancellation no later than fourteen (14) days before the transition date. Ritual Ads will provide no less than thirty (30) days advance notice of the transition date and applicable pricing.
To the maximum extent permitted by law, ritual ads shall not be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or related to this addendum or the platform, even if advised of the possibility of such damages. Ritual ads’ total liability under this addendum shall not exceed the monthly fees paid by licensee in the three (3) months preceding the claim.
The user should “indemnify and hold Ritual harmless” for any claims arising from their “Inputs” or misuse of the platform.
This Addendum is governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising under this Addendum shall be resolved in the state or federal courts located in Beverly Hills, California.
This Addendum, together with the Ritual Ads Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations, or agreements relating to the same subject matter.
Effective Date: March 12, 2026
Welcome to Ritual Ads, Inc. (“Ritual Ads,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access and use of www.ritualads.com (the “Site”), our generative AI commercial production platform, voice agents, onboarding tools, and all related services (collectively, the “Services”).
These Terms of Use (“Agreement”) constitute a legally binding contract between you (“User,” “you,” or “your”) and Ritual Ads, Inc., a Delaware corporation (“Ritual Ads,” “we,” “us,” or “our”). This Agreement governs your access to and use of the Creative Engine Gen-2 Beta platform, including all associated software, application programming interfaces, generative AI capabilities, campaign management tools, proprietary production workflows, documentation, and related services (collectively, the “Platform”).
By creating an account, clicking any confirmation checkbox or button, or otherwise accessing or using the Platform, you affirm that you have read, understood, and agree to be bound by this Agreement in its entirety, including our Privacy Policy incorporated herein by reference. If you are accessing the Platform on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement.
This Platform is offered as a beta product. Ritual Ads reserves all rights not expressly granted herein.
You must be at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction. Use of the Platform is void where prohibited by applicable law. By using the Platform, you represent and warrant that all information you provide is accurate, current, and complete.
The Platform is provided as a beta release and is offered for evaluation, testing, and limited commercial use purposes only. As a beta product, the Platform:
The Platform is provided as a beta release and is offered for evaluation, testing, and limited commercial use purposes only. As a beta product, the Platform:
1. Ownership of the Platform
The Platform, including but not limited to all underlying software, source code, object code, algorithms, artificial intelligence and machine learning models, training data, neural network architectures, generative production workflows, orchestration logic, prompt engineering methodologies, creative automation systems, APIs, user interfaces, visual design elements, databases, and all documentation (collectively, “Proprietary Technology”), is and shall remain the exclusive property of Ritual Ads and its licensors. The Platform is protected by United States and international copyright, patent, trade secret, trademark, and other intellectual property laws.
2. No Transfer of Rights
Nothing in this Agreement or your use of the Platform transfers to you any ownership interest or intellectual property right in the Platform or Proprietary Technology. Your rights are strictly limited to the limited license expressly granted in Section 5 of this Agreement.
3. Ritual Ads Trademarks
“Ritual Ads,” “Creative Engine,” “Creative Engine Gen-2,” and all associated logos, product names, and service marks are trademarks or registered trademarks of Ritual Ads, Inc. You may not use any Ritual Ads trademark without our prior written consent.
4. User-Generated Content
You retain ownership of any creative content you independently create and upload to the Platform (“User Content”), subject to the license grants in this Agreement. However, any content, outputs, or creative works generated through use of the Platform’s AI production capabilities (“Platform Outputs”) are subject to additional licensing terms in Section 6 of this Agreement.
Subject to your full compliance with this Agreement and timely payment of all applicable fees, Ritual Ads grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes during the term of this Agreement. This license does not include any right to:
Subject to payment of all applicable fees and full compliance with this Agreement, you own the creative outputs you produce using the Platform, subject to the following conditions and limitations:
1. Reverse Engineering Prohibition
You shall not, and shall not permit or encourage any third party to, directly or indirectly:
2. Technical Circumvention
You shall not attempt to:
3. Acknowledgment of Harm
You acknowledge and agree that any violation of Section 7 would cause irreparable harm to Ritual Ads for which monetary damages would be an inadequate remedy, and that Ritual Ads shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement to post bond or other security, in addition to all other remedies available at law or in equity.
You acknowledge that the Platform and all information related to it, including but not limited to the Proprietary Technology, pricing, product roadmap, beta features, technical documentation, performance benchmarks, API structures, and all non-public business information (collectively, “Confidential Information”), constitutes valuable trade secrets and proprietary information of Ritual Ads. You agree to:
These confidentiality obligations shall survive the termination or expiration of this Agreement for a period of five (5) years, and with respect to trade secrets, for so long as such information remains a trade secret under applicable law.
If you provide Ritual Ads with any suggestions, ideas, enhancement requests, recommendations, bug reports, or other feedback regarding the Platform (collectively, “Feedback”), you hereby grant Ritual Ads a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, prepare derivative works of, publish, distribute, and otherwise exploit such Feedback for any purpose, including to improve the Platform and develop new products and services, without any obligation of attribution, compensation, or notification to you. You acknowledge that Ritual Ads is not obligated to implement any Feedback and that all Feedback, once submitted, becomes the sole property of Ritual Ads for the purposes described herein.
Access to certain features of the Platform may require payment of fees as set forth in your applicable subscription agreement, order form, or as otherwise communicated by Ritual Ads. You agree to pay all fees in accordance with the payment terms provided. All fees are non-refundable except as expressly stated in this Agreement or required by applicable law. Ritual Ads reserves the right to modify pricing upon reasonable notice.
In addition to and separate from the termination rights set forth in Section 12, Ritual Ads may immediately suspend your access to the Platform, in whole or in part, without prior notice and without liability, upon the occurrence of any of the following:
Ritual Ads will use commercially reasonable efforts to notify you of a suspension promptly following the decision to suspend, except where prohibited by law or where immediate suspension is necessary to prevent harm. Suspension does not relieve you of any payment obligations. Access may be restored at Ritual Ads’ sole discretion upon cure of the applicable condition. Ritual Ads shall not be liable to you or any third party for any suspension of access pursuant to this Section.
This Agreement commences upon your acceptance of its terms and continues until terminated. Either party may terminate this Agreement at any time with thirty (30) days’ written notice. Ritual Ads may terminate this Agreement immediately upon written notice if you materially breach any provision of this Agreement and fail to cure such breach within ten (10) days after written notice thereof, or if you breach any provision that is not capable of cure.
Upon termination: (a) all licenses granted to you under this Agreement will immediately cease; (b) you must immediately cease all use of the Platform and destroy any Confidential Information in your possession; and (c) all provisions of this Agreement that by their nature should survive termination will survive, including Sections 4, 7, 8, 9, 13, 14, 15, 16, and 17.
Ritual Ads reserves the right to audit your use of the Platform to ensure compliance with this Agreement, with particular attention to the restrictions set forth in Sections 7 (Prohibited Conduct), 8 (Confidentiality), and any applicable enterprise subscription terms. Specifically:
1. Standard Audit Rights
Ritual Ads may, upon at least ten (10) business days’ prior written notice, audit your records, systems, and facilities reasonably related to your use of the Platform. You agree to reasonably cooperate with any such audit and to provide Ritual Ads or its designated third-party auditor with access to relevant records and personnel.
2. Enterprise Account Audit Rights
For enterprise accounts (as designated in your subscription agreement), Ritual Ads shall have enhanced audit rights, including the right to:
3. Audit Costs
Audits shall be conducted at Ritual Ads’ expense unless the audit reveals a material breach, in which case you shall reimburse Ritual Ads for all reasonable audit costs. You shall promptly cure any non-compliance identified in an audit. The right to audit survives termination of this Agreement for a period of two (2) years.
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RITUAL ADS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. RITUAL ADS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RITUAL ADS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM, EVEN IF RITUAL ADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RITUAL ADS’ TOTAL CUMULATIVE LIABILITY EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO RITUAL ADS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond that party’s reasonable control, including but not limited to: acts of God, natural disasters (including earthquakes, floods, fires, hurricanes, or other severe weather events), pandemic, epidemic, war, terrorism, civil unrest, government actions or regulations, embargoes, labor disputes or strikes, power outages, internet or telecommunications infrastructure failures, disruptions to third-party cloud hosting or infrastructure providers, cyberattacks or distributed denial-of-service attacks, or any other event outside the reasonable control of the affected party (a “Force Majeure Event”).
The party affected by a Force Majeure Event shall: (a) promptly notify the other party in writing; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate this Agreement upon written notice without further liability, except for payment obligations for services rendered prior to the Force Majeure Event.
You agree to indemnify, defend, and hold harmless Ritual Ads, Inc., its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) your use of the Platform;
(b) any content, data, prompts, inputs, or materials submitted, uploaded, or otherwise provided by you to the Platform (“Inputs”);
(c) any Platform Outputs generated based on your Inputs;
(d) your violation of this Agreement; or
(e) your violation of any applicable law or the rights of any third party, including intellectual property, privacy, or publicity rights.
Ritual Ads reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully with such defense.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS in Los Angeles, California, under its Streamlined Arbitration Rules, except that either party may seek emergency or interim injunctive relief in any court of competent jurisdiction to preserve the status quo pending arbitration. Notwithstanding the foregoing, Ritual Ads may bring any action to enforce its intellectual property rights, confidentiality obligations, or anti-circumvention provisions in any court of competent jurisdiction. You waive any right to a jury trial in any proceeding arising out of this Agreement.
1. Entire Agreement
This Agreement, together with the Privacy Policy and any applicable subscription, order form, or enterprise agreement, constitutes the entire agreement between you and Ritual Ads regarding the Platform and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings.
2. Amendments
Ritual Ads reserves the right to modify this Agreement at any time. Material changes will be communicated via email or in-platform notice at least thirty (30) days before taking effect. Continued use of the Platform after the effective date of any modification constitutes acceptance of the revised Agreement.
3. Severability
If any provision of this Agreement is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
4. Waiver
Ritual Ads’ failure to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
5. Assignment
You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Ritual Ads. Ritual Ads may freely assign this Agreement without restriction.
6. Notices
Notices to Ritual Ads shall be sent to assistant@ritualads.com or to Ritual Ads, Inc.. Notices to you shall be sent to the email address associated with your account.
7. No Third-Party Beneficiaries
This Agreement does not create any third-party beneficiary rights.
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