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TERMS OF SERVICE

RESOURCES > TERMS OF SERVICE

Effective Date: July 11, 2025

Welcome to COSMIC CYBER LIMITED. These Terms of Service ("Terms") govern your access to and use of the advertising, marketing, and related services (collectively, the "Services") provided by COSMIC CYBER LIMITED ("Company," "we," "us," or "our"). Our principal place of business is located at Room 40G, 19/F, Block AD Golden Bear Industrial Centre, 66-82 Chai Wan Kok Street, Tsuen Wan, New Territories, Hong Kong.

By accessing, purchasing, or using our Services, you ("Client," "you," "your") agree to be bound by these Terms and our Privacy Policy. If you are using our Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these terms. If you do not agree to these Terms, you may not use our Services.

  1. Scope of Services

COSMIC CYBER LIMITED offers a range of digital advertising and marketing services, which may include but are not limited to: media buying, campaign management, search engine marketing (SEM), social media advertising, content creation, analytics, and consulting. The specific details, scope, deliverables, and timelines of the Services to be provided will be outlined in a separate Statement of Work ("SOW") or Service Agreement executed between you and the Company. Each SOW will become a part of these Terms upon execution. In the event of a conflict between these Terms and an SOW, the terms of the SOW will prevail.

  1. Client Obligations and Responsibilities

To ensure the successful delivery of our Services, you agree to cooperate fully with us. This includes:

  • Providing Necessary Access: You will provide us with timely access to all necessary platforms, accounts, data, and assets required to perform the Services. This may include advertising accounts (e.g., Google Ads, Meta Business Suite), website analytics, brand guidelines, and creative assets. You represent and warrant that you have all necessary rights and permissions to grant us this access.
  • Content and Materials: You are solely responsible for all materials provided to us, including but not limited to text, images, logos, videos, and other creative content ("Client Content"). You warrant that the Client Content does not infringe upon the intellectual property rights or any other rights of any third party and complies with all applicable laws and advertising regulations.
  • Approval and Feedback: You agree to provide timely feedback and approvals on campaign drafts, creative assets, and other deliverables. Delays in providing such feedback may impact campaign timelines and performance, for which we shall not be held liable.
  • Compliance: You are responsible for ensuring that your business, products, and services, as well as the advertisements we create on your behalf, comply with all applicable local, state, federal, and international laws and regulations, as well as the policies of third-party advertising platforms.
  1. Fees, Payment, and Billing

The fees for our Services will be detailed in the applicable SOW. Our fee structure may include management fees, service retainers, project-based fees, and a percentage of advertising spend.

  • Advertising Spend: You are directly responsible for all advertising costs and media buy expenses charged by third-party platforms (e.g., Google, Meta, TikTok). You agree to maintain a valid payment method on file with these platforms or to provide us with the necessary funds in advance to cover such costs. We act solely as your agent in managing this spend.
  • Invoicing: We will invoice you for our service fees as specified in the SOW, typically on a monthly basis. All invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified.
  • Late Payments: Overdue invoices will be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend all Services, including pausing active advertising campaigns, if an account becomes more than thirty (30) days delinquent.
  • Taxes: All fees are exclusive of any applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for the payment of all such taxes, excluding only taxes based on our net income.
  1. Intellectual Property
  • Client Property: You retain full ownership of all Client Content and any pre-existing intellectual property you provide to us. You hereby grant COSMIC CYBER LIMITED a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Content solely for the purpose of providing the Services under this Agreement.
  • Our Property: We retain ownership of all our proprietary methods, processes, software, know-how, and other intellectual property used to provide the Services ("Our IP").
  • Deliverables: Upon your full and final payment for the Services related to specific deliverables (such as creative ad copy or reports), we grant you a non-exclusive, perpetual, worldwide license to use those specific deliverables for your internal business purposes. However, this license does not extend to Our IP, which may be embedded in the deliverables. We reserve the right to use any deliverables and the results of our work for our own portfolio and marketing purposes unless explicitly prohibited in the SOW.
  1. Confidentiality

During the term of this Agreement, both parties may have access to confidential information belonging to the other ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, client lists, financial data, marketing plans, and campaign performance data. Both parties agree not to disclose the other's Confidential Information to any third party without prior written consent, except as required by law or to employees and contractors who have a need to know and are bound by similar confidentiality obligations. This obligation of confidentiality shall survive the termination of this Agreement.

  1. Term and Termination
  • Term: This Agreement will commence on the Effective Date and will continue until terminated as provided herein. The term for any specific set of Services will be defined in the applicable SOW.
  • Termination for Cause: Either party may terminate this Agreement or any SOW immediately upon written notice if the other party: (a) materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes the subject of a bankruptcy, insolvency, or similar proceeding.
  • Termination for Convenience: Either party may terminate this Agreement or an ongoing SOW for any reason by providing sixty (60) days' prior written notice to the other party, unless a different notice period is specified in the SOW.
  • Effect of Termination: Upon termination, you will be responsible for paying for all Services rendered and costs incurred up to the effective date of termination. We will cooperate in the orderly transition of any active campaigns or accounts back to your control. Sections 3, 4, 5, 7, and 8 shall survive any termination of this Agreement.
  1. Disclaimers and Limitation of Liability
  • Disclaimer of Warranties: COSMIC CYBER LIMITED provides its Services on an "as is" and "as available" basis. While we strive for excellence, we do not guarantee any specific results from our Services, such as return on investment (ROI), conversion rates, or sales increases. Advertising and marketing outcomes are subject to numerous external factors beyond our control. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  • Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COSMIC CYBER LIMITED OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  • OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  1. General Provisions
  • Governing Law: These Terms shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of law principles.
  • Dispute Resolution: Any dispute arising from or relating to these Terms will be resolved through amicable negotiations. If a resolution cannot be reached, the dispute shall be submitted to the exclusive jurisdiction of the courts of Hong Kong.
  • Modification: We reserve the right to modify these Terms at any time. We will provide notice of any significant changes by posting the new Terms on our website or by sending an email to you. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.
  • Entire Agreement: These Terms, together with any SOWs, constitute the entire agreement between you and COSMIC CYBER LIMITED and supersede all prior agreements and understandings, whether written or oral.
  • Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
  • Notices: All notices and other communications required under this Agreement shall be in writing and sent to the addresses specified herein. Notices to us should be sent to:
    COSMIC CYBER LIMITED
    Room 40G, 19/F, Block AD
    Golden Bear Industrial Centre
    66-82 Chai Wan Kok Street, Tsuen Wan
    New Territories, Hong Kong
    Email: [email protected]

· Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, labor strikes, or governmental action.