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Last updated: May 12, 2026 · Effective: May 12, 2026
These Terms of Service ("Terms" or this "Agreement") form a binding legal contract between you (and the company, brand, agency, or other legal entity on whose behalf you act, together "Customer", "you", "your") and Choclement LLC, a Delaware limited-liability company doing business as BHmetrics ("BHmetrics", "Choclement", "we", "us", "our"), governing your access to and use of the BHmetrics web application, APIs, workers, dashboards, Copilot, marketing site, documentation, and any related services, software, integrations, or content (collectively, the "Service" or the "Site"), available at bhmetrics.com and related subdomains.
BY CLICKING "SIGN UP", CREATING AN ACCOUNT, CONNECTING A BRAND, ACCESSING AN API KEY, INSTALLING A PIXEL OR WORKER, OR OTHERWISE USING THE SERVICE, YOU REPRESENT THAT (A) YOU HAVE READ AND ACCEPT THESE TERMS, (B) YOU ARE AT LEAST 18 YEARS OLD, AND (C) IF YOU ARE USING THE SERVICE ON BEHALF OF AN ENTITY, YOU HAVE FULL POWER AND AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.
These Terms incorporate by reference our Privacy Policy, our Data Processing Addendum ("DPA"), our Acceptable Use Policy ("AUP"), our Cookie Policy, our Subprocessor List, and any order form, plan page, or other written agreement you sign with us (each, an "Order Form"). If there is a conflict between these Terms and a fully executed Order Form, the Order Form controls for that customer and only to the extent of the conflict. If there is a conflict between these Terms and the DPA with respect to the Processing of Customer Personal Data, the DPA controls.
The remainder of these Terms controls; the summary above does not.
BHmetrics is a business-to-business software-as-a-service platform for direct-to-consumer brands, agencies, and other commercial buyers of digital advertising. The Service provides, among other things: rule-based automation; multi-touch and incrementality-informed attribution modeling; server-side dispatch of conversion events to platform Conversions APIs ("CAPI") including Meta CAPI, Pinterest Conversions API, TikTok Events API, Snap Conversions API, and Google Enhanced Conversions; anomaly detection; predictive analytics (including predictive lifetime-value and media-mix modeling); a generative-AI assistant ("Copilot"); and related ingestion, transformation, dashboarding, and reporting tooling.
We do not provide managed media-buying, agency services, professional advice, legal or tax advice, fiduciary services, guaranteed performance, or any form of brokerage. We are a software provider. The Service may be modified, expanded, deprecated, or discontinued in whole or in part under Section 17.
The Site is controlled and operated from facilities in the United States and is primarily directed to entities located in the United States. We make no representation that the Service is appropriate, available, or lawful in any other jurisdiction. You access the Service on your own initiative and are responsible for compliance with all local laws, including export, import, and sanctions laws.
Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term, to access and use the Service for your internal business purposes only. The license is terminable at any time for any reason or no reason. No other right or license is granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved by us.
By submitting any Customer Data (as defined in Section 12) to or through the Service, you represent and warrant that:
The Service integrates with third-party advertising, commerce, and analytics platforms, including without limitation Meta / Facebook, Google / Google Ads / GA4, TikTok, Pinterest, Snap, and Shopify (each, a "Connected Platform"). Connected Platforms are not part of the Service, are owned and operated by third parties, and are governed by their own terms, which include without limitation:
You are solely responsible for compliance with each Connected Platform's terms. We make no representation or warranty regarding the availability, performance, accuracy, completeness, latency, throughput, rate limits, or continued existence of any Connected Platform or any feature thereof, and we are not liable for any change, deprecation, throttling, rate-limiting, suspension, bug, outage, ban, deprecation of an API or field, or other act or omission of any Connected Platform, or for any consequence to your business arising therefrom. If a Connected Platform requires us to suspend, restrict, or discontinue a feature or your access, we may do so without prior notice and without liability to you. If a Connected Platform terminates, restricts, or sanctions your account, we cannot reinstate it, and our obligations under these Terms with respect to that integration cease.
Without limiting Section 14, your material breach of any Connected Platform's terms is a material breach of these Terms. We may, on the lawful request of a Connected Platform, suspend or restrict the affected portion of the Service, including by disconnecting the offending integration on your behalf.
The Service may also display or link to other third-party websites, content, plug-ins, SDK's, applications, products, or services (collectively, "Third-Party Services"), including advertisements and referral offers. Third-Party Services are not part of the Service and are governed by the third party's own terms and privacy policies. We do not endorse, are not responsible for, and have no liability arising from any Third-Party Service or your interaction with one. Your dealings with any advertiser, partner, or other third party found on or through the Service are solely between you and that third party.
Without limiting any other obligation, you will not, and will not allow any Authorized User or third party to:
We may investigate suspected violations and, where appropriate, cooperate with law enforcement, platforms, and regulators. We may monitor your use of the Service and record activity within the Service for compliance, security, debugging, and product-improvement purposes. We are not, however, obligated to monitor your use, and our failure to detect a violation is not a waiver of our rights.
The Service includes generative-AI features (the "AI Features"), including Copilot. The AI Features rely on third-party large language models, currently provided by Anthropic and OpenAI (each, an "AI Subprocessor"). You acknowledge and agree:
To the maximum extent permitted by law, you release and discharge Choclement and its affiliates from any claim, demand, or liability arising out of or related to your use of, or reliance on, the AI Features or any Output, and you agree that your sole remedy is to stop using the AI Features.
We may make features available to you that are designated as "alpha", "beta", "preview", "experimental", "early access", "labs", "sandbox", or similar (collectively, "Beta Features"). Beta Features are provided AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY, SUPPORT, OR SERVICE LEVEL. They may be changed, withdrawn, or discontinued at any time without notice. Notwithstanding anything to the contrary in Section 14, our total cumulative liability arising out of or related to Beta Features is limited to one hundred U.S. dollars (US$100). Feedback on Beta Features is governed by Section 11.
Information made available through the Service — including dashboards, scores, models, attribution outputs, predictive analytics, anomaly flags, Copilot Output, benchmarks, and recommendations — is for general informational purposes only and is not, and does not constitute, professional, legal, financial, tax, accounting, medical, investment, or business advice. The Service does not establish any fiduciary, advisory, or professional relationship between you and us. You should not take, or refrain from taking, any action solely on the basis of information provided through the Service. Always seek the advice of a qualified professional regarding your specific circumstances. Attribution, MMM, MTA, and predictive outputs are estimates based on incomplete, lagged, and probabilistic data, and are not statements of ground truth.
Subscriptions are charged monthly or annually via Stripe in advance at the prices listed at /pricing or in your Order Form. Fees are stated in U.S. dollars and exclude all taxes, levies, duties, withholdings, or assessments (collectively, "Taxes"), which are your responsibility, other than taxes on our net income. If we are required to collect any Taxes, we will add them to your invoice. You will provide a valid tax-exemption certificate if you claim exemption.
Subscriptions automatically renew for successive terms equal in length to your then-current term (monthly or annual, as applicable) at our then-current list price, unless you cancel through your account or by emailing [email protected] at least thirty (30) days before the renewal date for annual plans, or before the next billing cycle for monthly plans. Cancellation takes effect at the end of the then-current term; you retain access through that date.
We may change prices for any future renewal term by giving you at least thirty (30) days' notice by email or in-product. If you object, you may cancel before the new prices take effect to keep your prior rate through the end of your then-current term.
All fees are fully earned and non-refundable when paid, except as expressly stated in these Terms or as required by applicable law. Cancellation does not entitle you to a refund of prepaid fees. We do not pro-rate refunds for unused time. Past-due invoices accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs (including attorneys' fees). We may suspend the Service after seven (7) days of non-payment and terminate after thirty (30) days.
Initiating a chargeback, payment dispute, or reversal without first contacting us in good faith at [email protected] and giving us a reasonable opportunity to investigate (not less than thirty (30) days) is a material breach of these Terms. A chargeback automatically disqualifies you from any refund or credit you might otherwise have been eligible for and may result in immediate suspension or termination. We may dispute chargebacks, recover associated bank and processor fees, and use any lawful means to collect amounts due.
Free trials, promotional credit, discounted plans, and beta access are offered at our discretion, may be revoked, expire, throttled, or capped without notice, and may not be combined with other offers. At the end of a free trial, your subscription will, if you have entered payment details, convert to a paid subscription at the then-current price unless you cancel beforehand.
If we offer a referral program, the rewards, eligibility, caps, and rules are stated on the referral page. We may modify or terminate any referral program at any time. We may revoke, offset, or charge back rewards earned through misrepresentation, fraud, self-referral, or violation of these Terms.
You retain ownership of Customer Data (defined in Section 12). You grant Choclement, its affiliates, and its subprocessors a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to host, copy, process, transmit, display, modify (only as needed to deliver the Service), create derivative works of (only to produce Aggregated Data and to operate, secure, support, debug, and improve the Service), and otherwise use Customer Data solely as necessary to provide, secure, support, debug, and improve the Service for you, to produce Aggregated Data under Section 12.2, and to comply with applicable law. This license survives termination only with respect to Aggregated Data and backups in our ordinary retention cycle.
You represent and warrant that (a) you own or have all rights necessary to grant the licenses in Section 11.1; (b) the Customer Data is accurate, complete, lawfully collected, and complies with all applicable laws; (c) the Customer Data does not infringe or misappropriate any third-party right; (d) you have obtained all consents and provided all notices required for the processing described in our Privacy Policy and DPA; and (e) the Customer Data does not include Sensitive Data.
If you give us any suggestion, idea, request, recommendation, bug report, or other feedback about the Service ("Feedback"), you hereby assign to Choclement, on a worldwide, perpetual, irrevocable, sublicensable, royalty-free, fully paid-up basis, all right, title, and interest (including all intellectual-property rights) in the Feedback, and waive any moral rights to the extent permitted. Feedback is gratuitous and unsolicited, creates no fiduciary or confidential obligation, and entitles you to no compensation. We may freely use, modify, commercialize, and disclose Feedback without attribution or restriction.
"Customer Data" means data, content, files, conversion events, click identifiers, hashed identifiers, campaign metadata, creative assets, configurations, and rules that you or your Authorized Users submit to or generate within the Service. As between you and us, you retain all right, title, and interest in Customer Data, subject to the licenses you grant us under Section 11.1.
We may create aggregated, anonymized, and de-identified data, statistics, models, embeddings, and benchmarks derived from Customer Data and from your and other customers' use of the Service ("Aggregated Data"). Aggregated Data does not identify you, your end consumers, or any natural person, and we will maintain it in a manner reasonably designed to prevent re-identification. We own all Aggregated Data and may use, reproduce, distribute, display, and create derivative works of it for any lawful purpose, including operating, improving, evaluating, benchmarking, developing, and marketing the Service, training internal models, and producing industry insights, during and after the term. We do not sell raw Customer Data.
"Usage Data" means telemetry, logs, performance data, error data, and metadata generated by operation of the Service. Usage Data is owned by us.
We and our licensors own all right, title, and interest in and to the Service, including all software, source code, models, model weights, prompts, embeddings, datasets, user interfaces, documentation, content (other than Customer Data), trademarks, service marks, trade dress, copyrights, patents, and trade secrets, and any improvements, derivatives, or new versions thereof (collectively, "Service IP"). No other rights are granted by implication, estoppel, or otherwise. You will not remove or obscure any proprietary notice.
Each party may receive non-public information of the other ("Confidential Information"). The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it with the same degree of care it uses for its own confidential information (never less than reasonable care), and (c) disclose it only to employees, contractors, and advisors bound by comparable confidentiality obligations and on a need-to-know basis. Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) already known to the receiving party without a confidentiality obligation, (iii) lawfully received from a third party, or (iv) independently developed without use of the disclosing party's information. The receiving party may disclose Confidential Information as required by law or legal process, provided that, to the extent legally permitted, it gives prompt notice and reasonable cooperation to allow the disclosing party to seek a protective order. Confidentiality obligations survive for five (5) years after termination, and indefinitely for trade secrets.
You will defend, indemnify, and hold harmless Choclement LLC, its parent, subsidiaries, affiliates, and each of their respective officers, directors, managers, members, employees, contractors, agents, representatives, licensors, and successors (collectively, the "Choclement Indemnitees") from and against any and all third-party claim, suit, action, demand, proceeding, investigation, loss, damage, liability, judgment, settlement, fine, penalty, and reasonable attorneys' fees and costs (collectively, "Losses") arising out of or relating to: (a) Customer Data; (b) your or any Authorized User's breach or alleged breach of these Terms (including Sections 2, 4, 6, 7, and 11); (c) your violation of any Connected Platform's terms or any Third-Party Service's terms; (d) your violation of any law (including the TCPA, CAN-SPAM, GDPR, CCPA, FCPA, UK Bribery Act, export-control, sanctions, or tax laws) or third-party right; (e) your transmission of Sensitive Data through the Service; (f) any allegation that your use of the Service caused harm to an end consumer, a Connected Platform, or another third party; (g) your products, services, advertising, creatives, or business operations; (h) your gross negligence, willful misconduct, or fraud; or (i) any unauthorized access to or use of the Service through your credentials.
Choclement will defend you against any third-party claim that the Service, when used in accordance with these Terms and the documentation, infringes a U.S.-issued patent, registered copyright, registered trademark, or trade secret of a third party, and will pay amounts finally awarded against you by a court or agreed to in settlement, provided that you (a) give prompt written notice, (b) give us sole control of the defense and settlement, and (c) provide reasonable cooperation at our expense. We have no obligation under this Section 14.2 to the extent the claim arises from (i) Customer Data, (ii) modifications to the Service not made by us, (iii) combination of the Service with anything not provided by us, (iv) use of the Service after we notified you to stop, (v) Beta Features or AI Output, or (vi) breach by you of these Terms. If the Service is or in our reasonable opinion is likely to be subject to an infringement claim, we may, at our option and expense, (1) procure the right to continue use, (2) modify or replace it with a non-infringing equivalent, or (3) terminate the affected portion of the Service and refund any prepaid, unused fees attributable to the terminated portion. This Section 14.2 states our sole liability and your sole and exclusive remedy for any allegation of infringement by the Service.
We maintain administrative, technical, and physical safeguards designed to protect Customer Data, as described in our Privacy Policy, including encryption at rest and in transit, secret management, role-based access control, network isolation, audit logging, and incident response. NOTWITHSTANDING ANY SECURITY MEASURE, NO SYSTEM IS FULLY SECURE, AND WE CANNOT AND DO NOT GUARANTEE THAT THE SERVICE OR DATA PROCESSED THROUGH IT WILL BE IMMUNE FROM UNAUTHORIZED ACCESS, INTERCEPTION, HACKING, TAMPERING, MISUSE, OR LOSS. YOU PROVIDE CUSTOMER DATA AND USE THE SERVICE AT YOUR OWN RISK. You are responsible for protecting your credentials, devices, and network, and for configuring Authorized User access appropriately.
THE SERVICE, ALL OUTPUT (INCLUDING AI OUTPUT), AGGREGATED DATA, BETA FEATURES, AND ALL OTHER MATERIALS PROVIDED BY US ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHOCLEMENT AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; OR THAT THE SERVICE WILL PRODUCE ANY SPECIFIC BUSINESS, ADVERTISING, ATTRIBUTION, OR FINANCIAL OUTCOME. ATTRIBUTION MODELS AND PREDICTIVE OUTPUTS ARE ESTIMATES, NOT GUARANTEES OF GROUND TRUTH.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHOCLEMENT, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, DATA, AD SPEND, ATTRIBUTION CREDIT, AUDIENCE VALUE, ANTICIPATED SAVINGS, OR THE COST OF SUBSTITUTE SERVICES; OR (C) DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE, ACCOUNT, OR DATA — ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.
Sections 16.2 and 16.3 do not limit: (a) your payment obligations under Section 10; (b) your indemnification obligations under Section 14.1; (c) your breach of Section 6 (Acceptable Use), Section 7 (AI), Section 11 (Customer Data), Section 12 (IP), or Section 13 (Confidentiality); (d) either party's gross negligence, fraud, or willful misconduct; or (e) any liability that cannot be excluded or limited under applicable law.
The disclaimers, exclusions, and limitations in this Section 16 are a fundamental basis of the bargain between us and reflect the pricing of the Service. They apply even if any remedy fails of its essential purpose. If applicable law does not permit the full limitations above, our liability is limited to the greatest extent permitted.
These Terms begin when you first accept them and continue while you have an active subscription or are using the Service. Each paid subscription term is as specified at sign-up or in your Order Form.
You may close your account or cancel renewal at any time via Settings or by emailing [email protected]. Cancellation takes effect at the end of the then-current term.
We may, in our sole discretion and with or without notice, suspend, restrict, or terminate your access to all or any portion of the Service, and these Terms, at any time and for any reason or no reason, including without limitation: (a) you materially breach these Terms (including Sections 2, 4, 5, 6, 7, 10, or 11); (b) you fail to pay any amount when due; (c) we reasonably believe your use poses a security, legal, regulatory, reputational, or operational risk to us, our other customers, a Connected Platform, or any third party; (d) required by a Connected Platform, court, regulator, or applicable law; (e) you become insolvent or initiate or are subject to a bankruptcy, receivership, or assignment for the benefit of creditors; (f) you engage in conduct prohibited by Section 6, including event spoofing; (g) you are placed on a restricted-party or sanctions list. We may also terminate these Terms for convenience at any time on thirty (30) days' written notice; in that case only, we will refund any prepaid, unused fees on a pro-rata basis.
On termination or suspension: (a) your access to the Service ends or is restricted; (b) all fees accrued through the termination date become immediately due; (c) for thirty (30) days after termination (the "Extraction Window"), you may export Customer Data using available in-product tools; (d) after the Extraction Window, we may delete, anonymize, or de-identify Customer Data and have no further obligation to retain or return it, except where applicable law requires longer retention. We have no liability for suspension or termination performed in accordance with these Terms, including for loss of data, attribution credit, business, or revenue.
Sections that by their nature should survive termination will survive, including Sections 4 (warranties), 6 (last-paragraph monitoring), 10 (accrued fees), 11.3 (Feedback), 12 through 16, 17.4–17.5, and 19 through 21.
We respect intellectual-property rights. In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 ("DMCA"), we will respond to clear notices of alleged copyright infringement. If you believe your work has been copied in a way that constitutes copyright infringement on the Service, please send a written notice to our designated agent with the following:
Send notices to our DMCA designated agent:
Choclement LLC — DMCA Agent
Email: [email protected]
Postal: c/o registered agent on file with the Delaware Secretary of State
If we remove or disable access to material in response to a notice and you believe the material was removed in error, you may submit a counter-notification under 17 U.S.C. § 512(g). We will terminate the accounts of repeat infringers in appropriate circumstances.
We may modify, update, add, remove, deprecate, or discontinue any feature of the Service, or the Service in its entirety, at any time, in our sole discretion, with or without notice. We will use commercially reasonable efforts not to materially reduce the core functionality of a paid plan during a then-current paid term without providing affected customers notice and, where reasonable, alternative access.
We may update these Terms from time to time. We will post the updated Terms with a new "Last updated" date, and for material changes we will give you at least thirty (30) days' advance notice by email or in-product. Material changes become effective at the end of the notice period. Continued use of the Service after the effective date constitutes acceptance. If you do not agree to a material change, your sole remedy is to cancel and stop using the Service before the change takes effect.
You grant us a limited, royalty-free, non-exclusive license, during the term, to use your name and logo on our website, in pitch decks, and in customer lists to identify you as a customer. We will follow your trademark usage guidelines if you provide them and will stop on your written request to [email protected].
These Terms and any non-contractual obligation arising out of or in connection with them are governed by the laws of the State of Delaware, U.S.A., without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. The parties agree that the Service is deemed solely based in Delaware, and that the Site is a passive offering that does not give rise to personal jurisdiction over Choclement in any other forum, except as expressly stated in this Section 21.
Before initiating any formal dispute, you and we agree to attempt in good faith to resolve the dispute by written notice to [email protected] (for claims against us) and to the most recent contact address on file (for claims against you), and a sixty (60) day informal negotiation period beginning on receipt of the notice. The statute of limitations is tolled during this period.
If the dispute is not resolved within sixty (60) days, it will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer Related Disputes, before a single arbitrator. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this arbitration provision. The seat and legal place of arbitration is Wilmington, Delaware, U.S.A.; hearings may be conducted remotely. Each party bears its own fees subject to AAA rules; the arbitrator may award the prevailing party its reasonable attorneys' fees and costs to the extent permitted by law. The arbitrator may award only the relief that a court could award in an individual action. Judgment on the award may be entered in any court of competent jurisdiction.
YOU AND CHOCLEMENT EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION, AND AGREE THAT ANY CLAIM WILL BE BROUGHT ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable, the entirety of Section 21.3 is void, but the rest of Section 21 remains in force, and any class, consolidated, or representative proceeding must be brought in the courts identified in Section 21.6.
Either party may bring an individual claim in small-claims court for matters within that court's jurisdiction. Either party may seek injunctive or other equitable relief in court to protect its intellectual-property rights, Confidential Information, or security of the Service.
For any matter not subject to arbitration under Sections 21.3–21.5, the parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, U.S.A., and waive any objection to venue or inconvenient forum.
Any claim must be brought within one (1) year after the cause of action accrues; otherwise it is permanently barred, except where applicable law does not permit a shorter limitation period.
Rule-based automation, multi-armed bandits, budget allocators, pacing controllers, and other automated features execute actions on your Connected Platforms based on configurations you (or your Authorized Users) author, approve, or leave at default. You are solely responsible for the configuration, supervision, review, and outcomes of any automation you enable, including any change in ad spend, budget, bid, status, audience, schedule, or creative, and including unanticipated increases in spend or decreases in performance. Default guardrails (daily spend cap percentages, single ad-set scale caps, pause floors, approval thresholds, business-hours windows, kill-switch) are safety nets, not guarantees; they may be modified or disabled by you and you assume any risk from doing so. Pre-built rules, templates, "playbook" packs, and bandit policies are illustrative and not promises of performance. Automation execution is subject to Connected Platform rate limits, throttling, outages, and API behavior outside our control. We log every automation mutation in the immutable audit log; the audit log is intended for compliance and supportability and is not a defense to operator misconfiguration.
Server-side dispatch of conversion events to Meta CAPI, Google Enhanced Conversions, TikTok Events API, Pinterest Conversions API, Snap Conversions API, and any other Conversions API we support is delivered on a best-efforts basis and is subject to: (a) Connected Platform acceptance, deduplication, hashing, event-quality scoring, identity graphs, and policy rules; (b) Connected Platform rate limits, latency, and downtime; and (c) accurate event payload data supplied by you. We do not warrant any specific event-match-quality score (EMQ), attribution credit, audience match rate, platform optimization outcome, retargeting eligibility, or post-iOS / post-cookie performance baseline. Re-dispatch and replay are best-effort; if a Connected Platform rejects, dedupes, or otherwise discards an event, our obligations cease with respect to that event.
The BHmetrics first-party pixel is JavaScript that you install on your own storefront (typically a Shopify or equivalent site). When installed, the pixel: (a) sets first-party cookies and storage on your domain (not on bhmetrics.com); (b) captures click identifiers (fbclid, gclid, ttclid, epik, scclid) from inbound URLs; (c) hashes consumer identifiers with SHA-256 in the browser before transmission; and (d) sends pixel events and conversion signals to BHmetrics. You are the controller for the cookies and storage the pixel sets on your domain and for any Personal Data your storefront passes to the pixel. You are responsible for: (i) presenting the appropriate cookie banner, consent prompt, or other lawful-basis mechanism on your storefront to comply with ePrivacy, GDPR, CCPA / CPRA, and other applicable law; (ii) updating your privacy notice to describe the pixel; (iii) ensuring that the pixel is enabled only for end consumers from whom you have the required consent or other lawful basis; and (iv) honoring opt-outs, do-not-sell, and do-not-share signals on your storefront. We are a processor for the events we receive through the pixel, as described in the DPA.
Where we make a public API or SDK available, your use is subject to documented endpoints, scopes, and rate limits. By default the public API is rate-limited to one hundred (100) requests per second per access token, batch endpoints are limited to one thousand (1,000) records per request, and quotas may vary by subscription tier. You will: (a) protect API credentials server-side; (b) never embed credentials in client-side, distributed, or publicly accessible code; (c) rotate credentials on suspected compromise; (d) not use multiple tokens or IP rotation to circumvent rate limits; (e) respect Retry-After headers and exponential back-off; and (f) implement idempotency where the documentation offers it. We may version, modify, deprecate, throttle, or withdraw API endpoints at any time, with reasonable notice for breaking changes.
Where you configure outbound webhooks to receive notifications (e.g., event.ingested, rule.fired, anomaly.detected), you are responsible for: (a) designating endpoints you control and that have agreed to receive the data; (b) validating the HMAC signature on every inbound webhook before acting on payloads; (c) ensuring your endpoint is reachable, idempotent, and able to handle duplicate deliveries and retries; (d) keeping the webhook secret confidential and rotating it on suspected compromise; and (e) not targeting internal-network, loopback, link-local, or cloud-metadata IP addresses or hosts (see the AUP for details). We may suspend outbound webhooks that target prohibited destinations, persistently fail, or appear to be used for server-side request forgery or other abuse. We are not liable for data exposure or harm resulting from your misconfiguration of an outbound webhook endpoint.
Where we provide short-link or click-tracking redirect services (e.g., click redirect workers for Meta, TikTok, Pinterest), inbound clicks are routed through a BHmetrics endpoint that captures click identifiers, attaches first-party session identifiers, and redirects the user to your specified destination URL. You are responsible for the destination URLs you configure, for any consent or notice required to be provided to end consumers, and for ensuring the destination URLs comply with the relevant Connected Platform's policies. We may rate-limit or disable redirects we reasonably believe are used for phishing, malware, illegal content, or abuse.
Multi-touch attribution ("MTA"), media-mix modeling ("MMM"), predictive lifetime-value ("pLTV"), and incrementality testing (geo-holdout, synthetic control, propensity-score matching) features produce statistical estimates derived from incomplete, lagged, and probabilistic data. Outputs may differ materially from actual outcomes and may differ from results produced by Connected Platforms, third-party measurement vendors, or alternative methodologies. You should not treat outputs as ground truth or as financial, business, or investment advice. We make no warranty regarding accuracy, predictive power, calibration, confidence intervals, or business utility of any model output. Models may be retrained, adjusted, or deprecated; historical outputs are not necessarily reproducible.
Where the Service ingests creative assets (URLs, references, or metadata you supply), tags them, computes embeddings (vector representations), or scores them (e.g., predicted CTR, predicted ROAS, brand-voice match), the resulting tags, embeddings, scores, and derivative analyses are part of the Service IP, except for the underlying creative content, which you continue to own. You represent that you own or have all rights necessary to upload, reference, and Process each creative asset, including any rights of depicted persons, music or audio elements, and third-party-owned media. We do not warrant the accuracy of tags or scores; they are estimates produced by automated systems.
BHmetrics operates a cooperative benchmarking pool that contributes anonymized, aggregated performance metrics (e.g., industry-tier ROAS, CPM, CTR, CPA at the brand-cluster level) to a shared pool other participating brands may compare against. Brands are enrolled by default and may opt out at any time from Settings → Brand. Contributions are de-identified (brand identifier hashed, aggregated across multiple brands within an industry / revenue tier) so that re-identification of you or any end consumer is not reasonably possible. No end-consumer personal data, hashed identifiers, click data, or PII is included; only aggregated brand-level performance KPIs. After you opt out, we stop contributing further metrics from your brand on a going-forward basis; aggregated metrics already contributed remain in the pool and are not retroactively removable because they are not identifying. You will not attempt to deanonymize any other brand or extract identifying information about another participating brand from the benchmarks.
When you use the AI Copilot, we send to the AI Subprocessor the chat input you submit together with aggregated brand context (brand name, current guardrail configuration, list of active rule names and statuses, summaries of open anomalies, summaries of recent automation-log entries, and your conversation history within that thread). We do not send raw end-consumer event data, hashed identifiers, individual click data, or PII to the AI Subprocessor. The AI Subprocessor is engaged under its commercial API terms (e.g., Anthropic's commercial API terms), which provide that customer inputs and outputs are not used to train the AI Subprocessor's foundation models. See /legal/subprocessors for the current AI Subprocessor configuration.
Where the Service surfaces creative or campaign metadata derived from public ad-library APIs (e.g., Meta Ads Library), your use of that data is subject to the originating platform's terms (including Meta's Ads Library terms). You will not use ad-library data to harass, intimidate, harm, dox, or unlawfully compete with the advertisers whose data is surfaced. We may rate-limit, disable, or remove ad-library features at any time, including in response to a platform request.
When you connect a Connected Platform, you grant us, via OAuth, the specific scopes required to operate the Service for the connected account (e.g., Meta ads read and management, Google Ads read and write, TikTok / Pinterest / Snap ads read and audience management, Shopify orders webhook). We will not request scopes beyond those reasonably required. We store OAuth refresh tokens encrypted at rest and never log them in plaintext. You may revoke any OAuth grant at any time from Settings → Connections; revocation deletes the encrypted token reference within the time stated in our Privacy Policy.
Portions of the Service that perform machine-learning inference (budget allocation, creative embeddings, predictive scoring) may run on dedicated infrastructure or through AI Subprocessors. Where Customer Personal Data must be Processed to deliver such inference, it is sent in hashed or aggregated form per Section 22.10 and the DPA. Models are versioned; results may change across versions. We are not liable for changes in results caused by model versioning.
Transactional and service-essential emails (billing, security, rule fires, weekly digest) are sent through our email subprocessor (Resend) and cannot be opted out of while your account is active. Where you connect Slack or another messaging tool, you are responsible for the configuration and recipient lists on your side, and for ensuring those recipients are authorized to receive the relevant notifications.
Connectors marked as beta, experimental, or planned (including, as of the last updated date, the Klaviyo connector, certain MMM backends, and certain incrementality methodologies) are Beta Features under Section 8 and subject to its hard liability cap.
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Service URL: bhmetrics.com