Terms and Conditions

Last modified: September 05, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.

This Terms of Service ("Terms") is a legal agreement between you ("Client," "you," or "your") and SearchAi, LLC, a product of Shift F9, LLC ("SearchAi," "we," "us," or "our"). These Terms govern your access to and use of our website, searchai.io (the "Site"), and our proprietary suite of software tools and services designed to optimize online advertising campaigns (collectively, the "Services").

1. Description of Services

SearchAi provides a platform of software tools that utilize machine learning and proprietary algorithms to assist advertisers and marketing consultants in managing and optimizing paid advertising campaigns on third-party platforms such as Google Ads and Microsoft Advertising ("Ad Platforms").

Our Services include, but are not limited to, tools for:

• Negative keyword discovery and optimization
• Ad creative analysis and optimization
• Audience and behavioral targeting automation
• Customer data matching and remarketing list creation (e.g., Ai Customer Match)
• Account performance grading and health reporting (e.g., Account Grader, Performance Max Grader)
• Specialized tools for campaign structure and bidding (e.g., SKAG Tool, Device Type Bidding Tool)

The tools may be used independently or together as part of the SearchAi platform. The primary goal of the Services is to provide data-driven insights and automation to improve advertising efficiency and reduce wasted ad spend.

2. Eligibility and Account Registration

To use the Services, you must register for an account. You agree to: (a) provide accurate, current, and complete information; (b) maintain the security of your password and accept all risks of unauthorized access to your account; and (c) promptly notify us if you discover or suspect any security breaches. You represent and warrant that you are at least 18 years of age and have the legal authority to enter into this agreement.

3. Client Responsibilities and Authorizations

• Ad Platform Accounts: You are solely responsible for maintaining your own accounts on Ad Platforms (e.g., Google Ads). You are also responsible for all advertising fees and costs charged by those Ad Platforms. Our Service is a tool to help manage your campaigns; it is not a replacement for the Ad Platforms themselves.
• Authorization: To use the Services, you must authorize SearchAi to access your Ad Platform accounts via their respective APIs. You grant SearchAi the right to access, analyze, and modify your advertising campaigns and associated data in accordance with the features you use and the actions you approve within the Service.
• Client Data: In connection with certain features, such as the "Ai Customer Match" tool, you may upload or connect customer data (e.g., email lists). You represent and warrant that you have all necessary rights, consents, and permissions to use this data in connection with our Services and the relevant Ad Platforms. You retain all ownership rights to your data.
• Compliance with Laws: You are responsible for ensuring that your advertising campaigns and your use of our Services comply with all applicable laws, regulations, and Ad Platform policies.

4. Fees and Payment

SearchAi offers its Services on a subscription basis. You agree to pay all applicable fees as described on our Site in connection with the subscription plan you select. All fees are non-refundable except as required by law. Fees are exclusive of any taxes, which you are responsible for paying. We reserve the right to change our fees upon 30 days' notice to you.

5. Intellectual Property

• Our Intellectual Property: SearchAi and its licensors retain all right, title, and interest in and to the Services, including all underlying technology, software, and our name, logo, and all related intellectual property rights. We grant you a limited, non-exclusive, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the term of your subscription.
• Your Intellectual Property: You retain all right, title, and interest in and to your advertising content and customer data. You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display this data solely for the purpose of providing and improving the Services for you.

6. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SEARCHAI DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SEARCHAI DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF ITS SERVICES, SUCH AS INCREASED PROFITS, RETURN ON INVESTMENT, OR ANY PARTICULAR ADVERTISING PERFORMANCE. THE SERVICES ARE TOOLS TO ASSIST YOUR EFFORTS, AND YOU ARE ULTIMATELY RESPONSIBLE FOR THE SUCCESS OF YOUR ADVERTISING CAMPAIGNS.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEARCHAI OR ITS PARENT COMPANY, SHIFT F9, LLC, OR ANY OF THEIR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES.

OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU PAID TO US TO USE THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8. Indemnification

You agree to defend, indemnify, and hold harmless SearchAi, its parent company, and their respective officers, directors, employees, and agents from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your advertising content or customer data; or (d) your violation of any rights of a third party, including Ad Platform policies.

9. Term and Termination

These Terms will remain in effect until your subscription expires or is terminated. You may terminate your subscription at any time through your account settings. We may suspend or terminate your access to the Services at any time, for any reason, including for a breach of these Terms.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute arising from these Terms shall be resolved in the state or federal courts located in Miami-Dade County, Florida.

11. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide you with notice through the Services or by email. Your continued use of the Services after any modification constitutes your acceptance of the new Terms.

12. Contact Us

If you have any questions about these Terms of Service, please contact us:

SearchAi, LLC (A product of Shift F9, LLC)
1395 Brickell Ave, Suite 800
Miami, FL 33131
Email: customer.support@searchai.io