ROAS Ranch

Welcome to ROAS Ranch! These Terms of Service ("Terms") govern your access to and use of the ROAS Ranch website, located at https://roasranch.com, and all associated web applications, services, features, and content (collectively, the "Services") provided by ROAS Ranch ("ROAS Ranch," "we," "us," or "our").

Please read these Terms carefully before accessing or using our Services. By accessing or using any part of the Services, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, then you may not access the Services or use any services. Your continued use of the Services constitutes your acceptance of these Terms.

These Terms include disclaimers and limitations of liability. For information about how ROAS Ranch collects, uses, and shares your data, please refer to our Privacy Policy.

1. Definitions

• "ROAS Ranch," "we," "us," or "our" refers to the operator of the ROAS Ranch Services.
• "Services" refers to the website, web application, and all associated features and content provided by ROAS Ranch for optimizing Google Ad spend.
• "User," "You," or "Your" refers to any individual or entity accessing or using the Services.
• "Google Ads" refers to the online advertising platform operated by Google LLC.
• "Google Ads Data" refers to data retrieved from or written to your Google Ads account via the Google Ads API, including but not limited to campaign details, performance metrics, and settings.
• "Google Ads API" refers to the application programming interface provided by Google for managing Google Ads accounts.
• "DataForSEO API" refers to the application programming interface provided by DataForSEO for accessing search engine results page (SERP) data.

2. Eligibility and Account Registration

To access and use the Services, you must:

• Be at least 18 years of age and capable of forming a binding contract.
• Represent and warrant that you have the authority to bind the entity (if you are registering on behalf of a company or other legal entity) to these Terms.
• Register for an account using your Google account via Google OAuth. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
• Maintain the security of your account credentials and immediately notify us if you discover or suspect any unauthorized access to your account.

3. Description of Services

ROAS Ranch is a web application designed to help Users optimize their Google Ad spend. Our Services include, but are not limited to:

• Connecting to and retrieving data from your Google Ads account(s) via the Google Ads API.
• Providing analytics, reporting, and insights based on your Google Ads Data.
• Offering automation features that, based on your configured rules and preferences, can perform actions within your Google Ads account(s), such as:
  • Adjusting bids and budgets.
  • Pausing or enabling campaigns, ad groups, or keywords.
  • Modifying campaign targeting settings.
• Monitoring keywords and competitor activity using the DataForSEO API.
• Sending notifications and alerts related to your ad performance.

You acknowledge and agree that ROAS Ranch's ability to provide the Services is contingent upon your granting of necessary authorizations and permissions to access your Google Ads account(s) and potentially other third-party services.

4. User Responsibilities and Conduct

As a User of the Services, you agree to:

• Compliance with Google Policies: You are solely responsible for ensuring that your use of Google Ads, including all campaigns, ads, keywords, and data, complies with all Google Ads policies, terms of service, and any applicable laws and regulations. ROAS Ranch is not responsible for any violations of Google policies or any consequences thereof.
• Authorization of Actions: You explicitly authorize ROAS Ranch to access your Google Ads account(s) and to execute actions (e.g., bid adjustments, budget changes, campaign pauses) on your behalf as directed by your configurations within the ROAS Ranch application. You understand that these actions are automated based on the rules you set and may impact your ad performance and spend.
• Accuracy of Information: You are responsible for the accuracy and completeness of all data, rules, and configurations you provide or set within the ROAS Ranch application.
• Legal Use: Use the Services only for lawful purposes and in accordance with these Terms.
• Prohibited Activities: You agree not to:
  • Use the Services for any illegal or unauthorized purpose.
  • Interfere with or disrupt the integrity or performance of the Services or data contained therein.
  • Attempt to gain unauthorized access to the Services or its related systems or networks.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services.
  • Use the Services to transmit any harmful, unlawful, infringing, or offensive content.
• Data Backups: While we strive for data integrity, you are responsible for maintaining your own backups of any critical data related to your Google Ads accounts.

5. Payments and Billing

• Subscription Fees: Certain features of the Services require payment of subscription fees. You agree to pay all applicable fees as described on the Services for the subscription plan you select.
• Billing and Renewal: All fees are billed in advance on a recurring, periodic basis (e.g., monthly or annually), as specified in your subscription plan. Your subscription will automatically renew at the end of each billing period unless you cancel it before the end of the current period.
• Payment Processor: We use Stripe, a third-party payment processor, to handle all payment transactions. Your payment information is subject to Stripe's terms and privacy policy. We do not store your full credit card details on our servers.
• No Refunds: Unless otherwise expressly stated in your subscription plan or required by applicable law, all payments are final and non-refundable.
• Price Changes: We reserve the right to change our subscription fees at any time. We will provide you with reasonable prior notice of any price changes. Your continued use of the Services after a price change constitutes your agreement to pay the changed amount.

6. Intellectual Property Rights

• Our Content: The Services, including all software, design, text, graphics, logos, and other content, are owned by ROAS Ranch and are protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms.
• Your Data: You retain all ownership rights to your Google Ads Data and any other data you provide or generate through your use of the Services ("Your Data"). You grant ROAS Ranch a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Data solely for the purpose of operating, improving, and providing the Services to you, and for internal analytics and development purposes.
• Feedback: If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, fully paid, royalty-free, non-exclusive, sublicensable (through multiple tiers) right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any and all Feedback.

7. Data Privacy and Google Ads API Services User Data Policy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding the collection, use, and disclosure of your information.

Specifically, regarding Google Ads API data:

• ROAS Ranch's use of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
• We will only use access to Google Ads data to provide the core functionality of the ROAS Ranch application as described in these Terms and our Privacy Policy (e.g., to retrieve campaign performance data, execute automation rules, and generate reports).
• We will not transfer Google Ads Data to others unless necessary to provide or improve ROAS Ranch features, comply with applicable law, or as part of a merger, acquisition, or sale of assets.
• We will not use Google Ads Data for serving ads or for any purposes other than the core functionality of the ROAS Ranch application.
• We will not permit humans to read Google Ads Data unless:
  1. We have your affirmative agreement for specific messages (e.g., for troubleshooting or support requests).
  2. It is necessary for security purposes (e.g., investigating a security incident).
  3. It is necessary to comply with applicable law.
  4. The data has been aggregated and anonymized.
• You can revoke ROAS Ranch's access to your Google Ads account at any time through your Google Account security settings (https://myaccount.google.com/permissions).

8. Third-Party Services

The Services rely on and integrate with various third-party services, including but not limited to Google Ads, DataForSEO, and Stripe. Your use of these third-party services is subject to their respective terms of service and privacy policies. ROAS Ranch is not responsible for the functionality, terms, or privacy practices of any third-party services.

9. Confidentiality

Both parties agree to treat as confidential all information provided by the other party that is reasonably understood to be confidential, including, but not limited to, Your Data (such as Google Ads performance data) and ROAS Ranch's proprietary software and business models. Each party agrees not to disclose such confidential information to any third party, except as necessary to fulfill its obligations under these Terms or as required by law.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, 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, OR COURSE OF PERFORMANCE. ROAS RANCH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ROAS RANCH MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS WILL BE CORRECTED. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

ROAS RANCH DOES NOT GUARANTEE ANY SPECIFIC RESULTS OR IMPROVEMENTS IN YOUR GOOGLE ADS PERFORMANCE OR ROI BY USING THE SERVICES. ADVERTISING RESULTS ARE SUBJECT TO NUMEROUS FACTORS BEYOND OUR CONTROL, INCLUDING MARKET CONDITIONS, COMPETITOR ACTIVITY, AND GOOGLE'S ALGORITHMS AND POLICIES.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROAS RANCH, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ROAS RANCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ROAS RANCH FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNTS ACTUALLY PAID BY YOU TO ROAS RANCH FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless ROAS Ranch and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:

• Your use of the Services.
• Your violation of these Terms.
• Your violation of any rights of a third party, including intellectual property rights.
• Your non-compliance with Google Ads policies or any other applicable laws or regulations in your advertising activities.
• Any data or content you submit, post, transmit, or make available through the Services.

13. Termination

• Termination by You: You may terminate your account at any time by contacting us at the email address provided below. Termination will take effect at the end of your current billing cycle. No refunds will be provided for any unused portion of your subscription period upon termination.
• Termination by Us: We may terminate or suspend your access to all or part of the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Cause for such termination shall include, but not be limited to: (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) your engagement in fraudulent or illegal activities.
• Effect of Termination: Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
• Data Deletion: Upon termination of your account, we will proceed with deleting your personal account data as described in our Privacy Policy. Data synced from Google Ads and DataForSEO may be retained for a period for legitimate business purposes or to comply with legal obligations before final deletion.

14. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Services.

15. Governing Law and Dispute Resolution

These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Mandatory Arbitration of Disputes:

Any dispute, controversy or claim arising out of or relating to these Terms or the breach, termination or validity thereof, shall be resolved by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

• The arbitration shall be conducted by a single arbitrator appointed in accordance with the AAA Rules.
• The seat of the arbitration shall be in San Francisco, CA.
• The language of the arbitration shall be English.
• The arbitrator's decision shall be final and binding.
• Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, or patents.

16. Miscellaneous

• Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices published by us on the Services, constitute the entire agreement between you and ROAS Ranch concerning the Services.
• Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
• Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and ROAS Ranch's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms, at our sole discretion, without restriction.

17. Contact Us

If you have any questions or comments about these Terms, or if you would like to exercise your rights, please contact us at:

Josh Hahn
Email: josh@roasranch.com