Terms of Service

These Terms of Service (the "Terms") are a binding agreement that governs your access to and use of BAIUM (the "Platform"). The Platform and its technology services are provided by Stankevicius Pacific Limited (the "Provider", "we", "us", or "our"). By accessing, registering for, or using the Platform, you accept these Terms in full and on behalf of any organisation you represent. If you do not agree, you must not access or use the Platform.

You acknowledge and agree that you use the Platform entirely at your own risk, that the Provider supplies software and technology only, and that, to the maximum extent permitted by law, the Provider bears no responsibility or liability for your creative, your use of the Platform, any media channel, or any outcome arising from a campaign running.

The service

BAIUM is a technology tool that lets authorised users order ad placements (image or video creative) for distribution across a network of connected media channels, either for a fixed daily fee over a chosen date range or on a pay-per-click basis against a prepaid budget. Connected channels are independently operated and apply their own audience, placement, and formatting standards. The Provider supplies software only and does not produce, edit, endorse, verify, monitor, or control any creative or channel, and gives no guarantee that the Platform or any channel will be available, continuous, or fit for any purpose.

Accounts

You may register for an account to use the Platform. You are responsible for safeguarding your credentials and are fully responsible for all activity under your account. You must notify us promptly of any unauthorised use. We may refuse, suspend, restrict, or terminate access at any time, for any or no reason, without notice and without liability.

Your creative and your responsibility

You are solely and exclusively responsible for all creative and click-through destinations you upload, submit, or run through the Platform, including their accuracy, legality, originality, and rights clearance. You represent and warrant that you hold all necessary rights, licences, consents, and permissions, and that your creative does not infringe any third-party right, violate any law, or breach any channel's rules. You alone bear all responsibility, cost, and liability for your creative and for the consequences of running it.

Acceptable use and channel policies

You agree not to use the Platform to create or distribute unlawful, defamatory, infringing, deceptive, misleading, or harmful creative, to misrepresent the destination of a click-through link, or to interfere with the Platform or any channel. You must submit only legitimate, lawful creative and must comply with the advertising and content policies of each media channel on which your campaign runs, where such policies exist. It is your responsibility to review and follow each channel's policies before ordering a placement.

We and the media channels may decline, delay, or remove any campaign at any time, at sole discretion, without liability. If you order and run a campaign whose creative violates a channel's policies, applicable law, or these Terms, the channel or the Provider has the right to remove or stop that campaign at any time, at sole discretion and without notice. In such cases the fee already charged for the period already served remains non-refundable, without prejudice to the refund policy set out in the Sales and Refunds policy for the remaining, unserved period.

No responsibility for outcomes

The Provider does not guarantee and accepts no responsibility or liability for the number of impressions, clicks, or conversions any campaign receives, nor for the timing, placement, visibility, or performance of any creative, nor for any act, omission, delay, error, suspension, or decision of any media channel, third party, or system. All such matters are outside the Provider's control and are your responsibility and risk.

Third parties

The Platform integrates third-party services, channels, and infrastructure, including Stripe for payment processing. The Provider is not responsible or liable for any third party, their availability, conduct, content, fees, policies, security, or data handling, or for any loss or damage arising from them. Your dealings with any third party are solely between you and that third party.

Fees and refunds

Fees for a campaign are payable in advance, before the campaign's placements are created. Full details of what is and is not refundable are set out in the Sales and Refunds policy, which forms part of these Terms. You agree not to initiate any chargeback or payment dispute for purchases made through the Platform without first contacting us.

Assumption of risk

You knowingly and voluntarily assume all risks associated with the Platform and with creating, submitting, and running a campaign, including risks relating to legality, reputation, third parties, channels, data loss, and security. The Provider does not provide legal, compliance, advertising, financial, or other professional advice, and you are solely responsible for determining whether your use and creative are appropriate and lawful.

Disclaimer of warranties

The Platform is provided strictly on an "as is" and "as available" basis, with all faults, and without warranties or conditions of any kind, whether express, implied, or statutory, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, non-infringement, and any warranties arising from course of dealing or usage of trade. The Provider does not warrant that the Platform will be available, uninterrupted, timely, secure, error-free, or free of harmful components, or that any creative or data will be preserved, transmitted, or delivered. You use the Platform entirely at your own risk.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROVIDER OR ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OPPORTUNITY, GOODWILL, OR REPUTATION, ARISING OUT OF OR RELATING TO THE PLATFORM, YOUR CREATIVE, ANY CAMPAIGN, ANY THIRD PARTY OR CHANNEL, ANY REMOVAL OF A CAMPAIGN, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Indemnification

You agree to defend, indemnify, and hold harmless the Provider and its owners, directors, officers, employees, agents, partners, licensors, and suppliers from and against any and all claims, demands, investigations, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to your creative, your use of or inability to use the Platform, your breach of these Terms, or your violation of any law, channel policy, or third-party right. The Provider may assume the exclusive defence and control of any matter subject to indemnification, at your expense, and you agree to cooperate.

Force majeure

The Provider will not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, outages, network or hosting failures, third-party or channel actions, cyber-attacks, changes in law, or labour conditions.

Intellectual property

The Platform, its software, trademarks, and branding (including BAIUM and Arcana Mace marks) are owned by their respective owners and protected by law. No rights are granted to you except the limited, revocable, non-exclusive, non-transferable right to use the Platform in accordance with these Terms.

Suspension and termination

We may suspend, restrict, or terminate your access to all or part of the Platform at any time, for any or no reason, without notice and without liability. Upon termination, your right to use the Platform ceases immediately. Sections that by their nature should survive termination (including creative responsibility, fees and refunds, disclaimers, limitation of liability, indemnification, and governing law) survive.

Changes

We may modify, suspend, or discontinue the Platform or any part of it, and may update these Terms, at any time without notice or liability. Your continued use after changes take effect constitutes acceptance of the revised Terms.

Governing law and disputes

These Terms are governed by the laws of the jurisdiction in which the Provider is established, without regard to conflict-of-laws rules, and you submit to the exclusive jurisdiction of its courts. To the maximum extent permitted by law, any dispute will be resolved on an individual basis, and you waive any right to participate in a class, collective, or representative action. If any provision is held invalid or unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions remain in full force.

General

These Terms (together with the Privacy Policy, the Sales and Refunds policy, and any order form or agreement) are the entire agreement between you and the Provider and supersede all prior understandings. You have not relied on any statement or representation not expressly set out here. No failure to enforce any provision is a waiver. You may not assign these Terms; the Provider may assign them freely. Nothing in these Terms creates any third-party beneficiary rights, except that the indemnified parties may enforce the provisions that benefit them.