1. Introduction

These Terms and Conditions (“Terms”) govern the marketing and advertising services (“Services”) provided by SwapX Media, powered by LeadSwap AI (“Agency”). By engaging with the Agency, the Client (“Client”) agrees to these Terms.

2. Scope of Services

SwapX Media provides the following services:

• Video ad creation

• Graphic creative design

• Campaign setup and paid media management

• AI-driven optimization and performance insights (via LeadSwap AI)

• Marketing consultation and strategy

Unless otherwise stated in a written agreement, the Client’s plan includes:

2.1 Video Ad Allocation – Based on Ad Spend

• For up to ₹50,000 ad spend, the Client receives 5 video ads.

• For every additional ₹50,000 in ad spend, the Client receives 5 more video ads.

Example:

Video ads are delivered progressively throughout the campaign.

2.2 Unlimited Graphic Creatives

The Agency will provide unlimited graphic creatives (static ads, banners, posters, thumbnails, carousels, etc.) until the agreed performance target is achieved.

This includes:

• A/B testing variations

• Audience-specific versions

• Ongoing creative refreshes

This unlimited policy is subject to fair usage (Section 7).

2.3 Target-Based Service Continuation

All creative services (video + graphics) continue until the agreed performance target is achieved (e.g., leads, CPL, ROAS, conversions).
After the target is met, additional creatives may require a new agreement.

3. Ad Spend Requirements

3.1 The Client agrees to maintain a declared ad spend budget.

3.2 If ad spend exceeds the declared amount:

• The Agency may pause the campaign, or

• Charge for additional video ads based on the scaling rule.

3.3 Ad spend is paid by the Client directly to advertising platforms unless otherwise agreed

4. Deliverables & Ownership

4.1 Final approved video ads and graphic creatives become the Client’s property after full payment.

4.2 Raw files, project files, AI prompts, and internal templates remain the intellectual property of SwapX Media and LeadSwap AI.

4.3 The Agency may use completed work (non-confidential) for portfolio and marketing purposes unless the Client opts out in writing.

5. Client Responsibilities

The Client agrees to:

• Provide timely access to ad accounts, assets, product details, and branding materials

• Approve creatives promptly to avoid delays

• Ensure all materials provided are legally owned or licensed

• Maintain platform compliance (Meta, Google, TikTok, etc.)

Delays caused by the Client may extend project timelines.

6. Agency Responsibilities

SwapX Media will:

• Produce video and graphic creatives as per the package

• Manage, optimize, and monitor campaigns using LeadSwap AI

• Provide performance updates and strategic recommendations

• Maintain professional standards in all Services

7. Fair Usage Policy (for Unlimited Graphics)

7.1 “Unlimited” means the Agency will create any reasonable number of graphics needed to reach the target.
7.2 Abuse of the unlimited privilege (e.g., irrelevant designs, non-campaign uses) may lead to restrictions.
7.3 The Agency may prioritize creatives based on campaign urgency and performance needs.

8. Performance Disclaimer

The Agency does not guarantee specific results such as:

• Leads

• Revenue

• ROAS

• Conversions

• CPA/CPL metrics

Campaign performance depends on factors outside the Agency’s control, including competition, market conditions, algorithms, and product-market fit.

9. Payment Terms

• All Agency service fees must be paid per the invoice schedule.

• Late payments may result in paused campaigns or delayed creatives.

• Fees paid to the Agency are non-refundable.

• Ad spend is separate and directly paid by the Client.

10. Confidentiality

Both parties agree to protect confidential business information unless disclosure is required by law.

11. Limitation of Liability

• The Agency is not liable for indirect, incidental, or consequential damages.

• Maximum liability for any claim is limited to the amount the Client paid to the Agency in the last 30 days.

• The Agency is not responsible for account bans, platform policy changes, or algorithm updates.

12. Term & Termination

• Either party may terminate with written notice.

• All payments due must be settled within 7 days of termination.

• Work completed or in progress will not be refunded.

• After termination, creative services stop immediately.

13. Amendments

The Agency may update these Terms at any time. Continued use of Services constitutes acceptance of any changes.

14. Governing Law

These Terms shall be governed by the laws of India.