Terms and Conditions

Agreement to Terms

By subscribing to, accessing, or using the Platform—whether through ReportNexus.io or directly through our proprietary systems—You agree to be bound by these Terms, including any future amendments. If You do not agree, You may not use the Platform.

1 Service Structure and Access

1.1 The Platform

Artemis Targeting is a self-serve geofencing and geotargeting advertising platform provided by CW Ad Agency, a division of Cullari & Wardell, LLC.

1.2 Access Method

You acknowledge that access to the Platform is facilitated through a tenant portal on ReportNexus.io. While Your access occurs via ReportNexus, Your contractual and billing relationship regarding the Artemis Targeting service is exclusively with Cullari & Wardell, LLC and its related companies, including CW Ad Agency.

1.3 Eligibility

You must be at least 18 years of age and have the legal authority to enter into these Terms.

2 Fees, Billing, and Taxes

2.1 Two-Part Billing Structure

Your costs are divided into two distinct categories:

• Subscription Fees: Paid for access to the software interface.
• Advertising Spend ("Ad-Spend"): Paid specifically for the distribution of media campaigns.

2.2 Subscription Fees

Access requires a valid paid subscription. Fees are charged by CW Ad Agency / Cullari & Wardell, LLC via the ReportNexus portal in advance (monthly or annually) and automatically renew until cancelled with at least 30 days' written notice.

2.3 Advertising Spend (Ad-Spend)

• Separate Billing: Ad-Spend is billed separately from Subscription Fees.
• Pre-Payment Required: You must fund your Ad-Spend wallet prior to campaign launch.

2.4 Processing Fees & Taxes

You are solely responsible for all transaction fees, credit card processing fees, merchant fees, sales tax, VAT, and any other taxes or charges. We may collect and remit taxes on Your behalf where required.

2.5 Campaign Minimums

Unless otherwise agreed in writing:

• Geofencing Campaigns: Minimum $500 per 50 locations per 30-day flight.
• Connected TV (CTV): Minimum $2,500 budget covering a 10-mile radius.
• Other Channels: Minimums as displayed in the Platform interface.

3 User Responsibilities

3.1 Account Security

You are responsible for maintaining the confidentiality of Your login credentials and all activities under Your account.

3.2 Acceptable Use

You agree not to use the Platform for illegal activities, fraud, harassment, defamation, or to violate intellectual property, privacy, or publicity rights of others.

3.3 Compliance

You must ensure Your campaigns and targeting comply with all applicable laws and regulations, including but not limited to GDPR, CCPA/CPRA, TCPA, CAN-SPAM, FTC guidelines, and state privacy and election laws.

4 Ad Content and Approval

4.1 Right to Reject or Remove

We and our upstream media partners reserve the absolute right to reject, pause, or remove any creative or campaign—without notice and without refund—for any reason, including content deemed inappropriate, offensive, low-quality, non-compliant with IAB/Leap guidelines, or prohibited under Section 8 below.

4.2 User Responsibility

You bear full responsibility and liability for all content You upload or create.

5 Intellectual Property

5.1 Ownership

All software, proprietary targeting methodologies, dashboards, reports, and technology are the exclusive property of Cullari & Wardell, LLC, CW Ad Agency, and/or their licensors.

5.2 Limited License

We grant You a limited, non-exclusive, non-transferable, revocable license to use the Platform for Your internal business purposes only.

5.3 Restrictions

You may not reverse engineer, decompile, modify, or attempt to extract source code.

6 Third-Party Services

6.1 Integration

The Platform relies on third-party data providers, ad exchanges, and demand-side platforms (DSPs).

6.2 No Liability

We are not responsible for third-party outages, inventory shortages, data accuracy, policy changes, or signal deprecation. Such events do not entitle You to refunds or constitute a breach by us.

7 Attribution & Performance Disclaimer

Any foot-traffic, conversion, or lift metrics are estimates only, derived from third-party methodologies. We do not guarantee accuracy or any specific results.

8 Political & Sensitive Advertising

8.1 Political Advertising

You may not use the Platform for political advertising, electioneering, issue advocacy, or public policy campaigns without our prior written approval.

8.2 Regulated Verticals

Campaigns in regulated or sensitive verticals (including but not limited to alcohol, cannabis, gambling, healthcare/HIPAA-covered entities, financial products, credit/loan offers, weapons, adult content, or cryptocurrency) require pre-approval and may be rejected at our sole discretion.

9 Privacy & Location Data

9.1 User Representations

You represent and warrant that You have all necessary rights, consents, and legal bases to collect, process, and target using precise geolocation data.

9.2 Privacy Compliance

You agree to comply with CCPA "sale/share" opt-out requirements, GDPR Article 9 (if applicable), and all other privacy laws. We may suspend or delete any campaign that violates privacy requirements.

10 Termination

10.1 Right to Terminate

We may suspend or terminate Your access at any time, with or without cause or notice, especially for non-payment or violation of these Terms.

10.2 Effect of Termination

Upon termination, Your license ceases immediately and no Ad-Spend refunds will be issued.

11 Disclaimer of Warranties

11.1 "As Is" Basis

The Platform is provided "AS IS" and "AS AVAILABLE." We disclaim all warranties, express or implied, including merchantability and fitness for a particular purpose.

11.2 No Guarantees

We do not guarantee campaign success, foot traffic, conversions, or uninterrupted service.

12 Limitation of Liability

12.1 Exclusion of Damages

To the fullest extent permitted by law, CW Ad Agency, Cullari & Wardell, LLC, and their related companies shall not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits.

12.2 Liability Cap

Our total liability is capped at the amount You paid us in the six (6) months preceding the claim.

13 Indemnification

You agree to defend, indemnify, and hold harmless CW Ad Agency, Cullari & Wardell, LLC, their related companies, officers, employees, and affiliates from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from Your use of the Platform, Your content, targeting practices, or violation of these Terms or any law.

14 Dispute Resolution, Arbitration & Class Action Waiver

14.1 Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles.

14.2 Mandatory Arbitration

Any dispute arising out of or relating to these Terms or the Platform shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Rules in Sheridan, Wyoming. You waive any right to litigate in court (except small claims court).

14.3 Class Action Waiver

You may only bring claims on Your own behalf and waive any right to participate in class actions or representative proceedings.

14.4 30-Day Opt-Out

You may opt out of arbitration by sending written notice within 30 days of first accepting these Terms to legal@artemistargeting.com.

15 SMS/Text Messaging Terms

Consent to Receive SMS Messages

By providing your phone number and requesting SMS communications from CW Ad Agency, you expressly consent to receive text messages from us. You may opt in to receive SMS messages by:

• Requesting an appointment booking link through our website chat widget or AI assistant
• Verbally requesting a text message during a phone call with our team or AI voice agent
• Clicking a "Send me the link" or similar call-to-action button
• Submitting a form that includes SMS consent

Message Frequency & Data Rates

Message frequency varies based on your interactions with us. Message and data rates may apply. You are responsible for any charges from your mobile carrier.

Opting Out

You may opt out of SMS messages at any time by replying STOP to any message. You will receive a single confirmation message and no further texts. You may also opt out by emailing support@artemistargeting.com.

Help

For help, reply HELP to any message or email support@artemistargeting.com.

Carrier Disclaimer

Carriers are not liable for delayed or undelivered messages. Message delivery is subject to effective transmission from your mobile carrier.

16 General Provisions

16.1 Changes to Terms

We may modify these Terms at any time. Continued use after posting constitutes acceptance.

16.2 Force Majeure

We are not liable for failures caused by events beyond our control, including ad exchange policy changes, inventory shortages, signal deprecation, internet outages, or acts of God.

16.3 Severability & Entire Agreement

If any provision is unenforceable, the remainder remains in effect. These Terms constitute the entire agreement.

17 Contact Information

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