Off Rhodes Pty Ltd (ACN 669 782 030, ABN 27 669 782 030) 24 Holroyd Street, Kew, Victoria 3101, Australia

1. About these terms

These Terms of Service (Terms) govern your access to and use of:

the websites at ads2ai.com, m.ads2ai.com, agency.ads2ai.com, and our other web properties (the Sites);
the Ads to AI membership, community, courses, and content (the Membership); and
the Agency Brain desktop application and related software we provide (the App).

We refer to the Sites, the Membership, and the App together as the Services.

In these Terms, we, us, and our mean Off Rhodes Pty Ltd, and you means the person or organisation using the Services. By creating an account, buying a Membership, or installing the App, you agree to these Terms. If you are agreeing on behalf of a business, you confirm you have authority to bind that business.

2. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract. You are responsible for the accuracy of the information you give us, for keeping your login details secure, and for everything that happens under your account. Tell us promptly if you suspect any unauthorised use.

3. Membership, billing, and renewals

Membership is sold on a subscription basis. Prices, inclusions, and billing periods are shown at the point of sale.
Payments are processed by our payment provider (Stripe). We do not store your full card details.
Subscriptions renew automatically at the then-current price unless cancelled before the renewal date. You can cancel at any time; cancellation stops the next renewal and does not refund the current period unless required by law.
We may change prices for future billing periods with reasonable notice.
Some Memberships include the App and a number of additional team or scout seats. The seat limits for your tier are part of your Membership terms.

Nothing in this section limits any non-excludable rights you have under the Australian Consumer Law (see section 11).

4. Acceptable use

You agree not to:

use the Services to break any law, infringe anyone's rights, or send spam or malware;
resell, sublicense, or commercially redistribute the Services or their content except as expressly permitted;
attempt to gain unauthorised access to our systems, other users' accounts, or any data you are not entitled to;
interfere with or disrupt the Services, or probe, scan, or test their security without our written permission;
misrepresent your affiliation with us or any other person.

We may suspend or terminate access if you breach these Terms or use the Services in a way that risks harm to us, other users, or third parties.

5. Your content and your accounts

You keep ownership of the content, files, and data you create or bring to the Services (Your Content). You are responsible for Your Content, including that you have the right to use it and that it does not breach anyone's rights.

The Services connect to third-party accounts and services that you control, which may include GitHub, Google (including Google Ads and Google Workspace), Anthropic (Claude), and others. You are responsible for:

your own accounts and credentials with those services;
complying with those services' own terms; and
any action taken in those accounts through your use of the Services (see section 7 on the App and section 8 on AI output).

6. Intellectual property

We and our licensors own the Services, the Sites, the App software, the course and community content, and our trade marks and branding. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your own internal business use during your Membership, subject to these Terms. You may not copy, modify, distribute, sell, or create derivative works from our materials except as expressly allowed or as permitted by law.

Skills, templates, and other materials we make available as starting points may be adapted by you for your own use. This does not transfer ownership of the underlying templates or the App to you.

7. The Agency Brain App — software licence

This section applies to the App in addition to the rest of these Terms.

7.1 Licence. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the App on devices you control, for the number of users permitted by your Membership tier, while your Membership is active.

7.2 How the App works (and what we do not hold). The App runs locally on your own device. You host your own brain repository on your own version-control account (for example, your own GitHub organisation). We do not host your brain repository, and we cannot read, write to, or access its contents. The App acts using credentials and access that you provide, and never has more access than the user running it.

7.3 Your responsibilities. You are responsible for:

securing your own device, accounts, and credentials;
maintaining your own backups of Your Content (the App is not a backup service);
the configuration of any version-control organisation or repository you use, including who you grant access to and what happens when a team member leaves; and
any changes the App, or an AI agent run through it, makes within accounts and services you have connected.

7.4 Updates. The App may check for and install updates automatically so you receive fixes and improvements. We may add, change, or remove features over time. We are not obliged to maintain backward compatibility with older versions.

7.5 Restrictions. Except to the extent the law (including the Australian Consumer Law) permits you to do so despite this restriction, you must not reverse engineer, decompile, or attempt to derive the source code of the App, or remove or alter any proprietary notices.

7.6 Third-party components. The App includes third-party and open-source components that remain subject to their own licences.

8. AI-generated output and agent actions

The Services use artificial intelligence, including models provided by Anthropic (Claude), and the App can run AI "agents" that take actions in connected accounts on your behalf.

You acknowledge and agree that:

AI output can be wrong, incomplete, or unsuitable. It may contain errors or "hallucinations" and is not professional, legal, financial, or advertising advice. You must review and verify AI output before relying on it.
You are responsible for actions taken through the App in your connected accounts, including any changes to live advertising campaigns, budgets, bids, or spend, and any communications sent. Where an action affects money or live systems, you are responsible for reviewing it before it is applied.
AI models are provided by third parties under their own terms, and we do not control or guarantee their output or availability.

To the maximum extent permitted by law, and subject to section 11, we are not liable for outcomes that result from AI output or from actions taken in your connected accounts.

9. Third-party services

The Services rely on and connect to third parties (for example GitHub, Google, Anthropic, Stripe, Circle, and our hosting and infrastructure providers). We are not responsible for those third parties, their availability, their terms, or their handling of your data once it is in their systems under your own account. Your use of those services is between you and them.

10. Availability, "as is", and disclaimers

We work to keep the Services available and useful, but we provide them on an "as is" and "as available" basis. We do not promise the Services will be uninterrupted, error-free, secure, or fit for a particular purpose, except to the extent of the guarantees and rights you have under the Australian Consumer Law and other laws that cannot be excluded.

11. Australian Consumer Law and limitation of liability

11.1 Non-excludable rights. Our Services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL) and other applicable laws. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that you have under the ACL or any other law and that cannot lawfully be excluded (Non-Excludable Rights).

11.2 Limitation where the law allows. To the extent we are able to limit our liability for a failure to comply with a consumer guarantee (other than guarantees as to title, undisturbed possession, or undisclosed securities), our liability is limited, at our option, to one of: (a) resupplying the relevant services; (b) paying the cost of having the services resupplied; or (c) refunding the amount you paid for them.

11.3 Cap and exclusions. Subject to your Non-Excludable Rights, and to the maximum extent permitted by law:

we exclude all liability for indirect, incidental, special, or consequential loss, and for loss of profits, revenue, data, goodwill, or anticipated savings; and
our total aggregate liability arising out of or in connection with the Services and these Terms is limited to the amount you paid us for the relevant Service in the 12 months before the event giving rise to the liability, or AUD $100 if you have not paid us anything.

11.4 Your responsibility. We are not liable for loss or damage to the extent it is caused by your own acts or omissions, your breach of these Terms, your failure to keep backups or secure your accounts, or actions taken in third-party accounts you control.

12. Indemnity

To the maximum extent permitted by law, you agree to indemnify us against claims, losses, and reasonable costs we suffer arising from your breach of these Terms, your misuse of the Services, Your Content, or your breach of any third party's rights, except to the extent we caused the loss.

13. Suspension and termination

You may stop using the Services and cancel your Membership at any time. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Services or other users. On termination, your licence to use the App ends and you must stop using it. Sections that by their nature should survive (including sections 5, 6, 8, 11, 12, and 14) survive termination.

14. General

Governing law. These Terms are governed by the laws of Victoria, Australia, and you and we submit to the non-exclusive jurisdiction of the courts of Victoria.
Changes to these Terms. We may update these Terms from time to time. If a change is material, we will take reasonable steps to notify you (for example by email or an in-product notice). Continuing to use the Services after a change takes effect means you accept the updated Terms.
Privacy. Our handling of personal information is described in our Privacy Policy.
Assignment. You may not transfer your rights under these Terms without our consent. We may assign these Terms in connection with a sale or reorganisation of our business.
Entire agreement and severability. These Terms (with the Privacy Policy and any order or plan details) are the entire agreement between us about the Services. If part of these Terms is found unenforceable, the rest continues to apply.
Contact. Questions about these Terms: mike@ads2ai.com.

Off Rhodes Pty Ltd · Terms of Service · v1.0 (last updated 23 June 2026).