Terms of Service

1. Acceptance of Terms

By accessing and using the Kestrel website (www.kestrelconsulting.services) ("Site"), you accept and agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use the Site.

These Terms constitute a legally binding agreement between you and Kestrel ("we", "us", or "our") regarding your use of the Site.

2. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting on the Site. Your continued use of the Site following any changes indicates your acceptance of the revised Terms.

3. Description of Service

Kestrel provides information about its products and services on this Site. The Site may include descriptions of features, pricing information, and means to request access or contact us.

4. User Obligations

By using the Site, you agree that you will:

• Use the Site only for lawful purposes and in accordance with these Terms
• Not engage in any activity that could damage, disable, overburden, or impair the Site
• Not attempt to gain unauthorized access to any part of the Site
• Not use any automated means (such as scrapers, robots, or spiders) to access the Site
• Not interfere with or circumvent any security features of the Site
• Not use the Site to transmit any malware, viruses, or other harmful code

5. Intellectual Property

All content on the Site, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the property of Kestrel or its content suppliers and is protected by international copyright, trademark, and other intellectual property laws.

The Kestrel name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Kestrel. You must not use such marks without our prior written permission.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal, non-commercial use. This license does not include any resale or commercial use of the Site or its contents.

6. Ad Asset Ownership & Royalty License

6.1 Retention of Intellectual Property Ownership. All advertising copy, concepts, headlines, scripts, video, graphics, and creative materials (collectively, the "Deliverables") provided by Kestrel Systems Pty Ltd to any Brand or User are, and shall at all times remain, the sole and exclusive property of Kestrel Systems Pty Ltd. Delivery of the Deliverables — whether for a fee or at no upfront cost — does not constitute a "work made for hire" under copyright law, and no title or ownership of intellectual property is transferred to the Brand.

6.2 Conditional, Non-Exclusive License. Kestrel Systems Pty Ltd grants the Brand a limited, non-exclusive, revocable license to view and evaluate the Deliverables for internal review and portfolio reference only. Commercial deployment, publication, or broadcasting of the Deliverables in any paid, organic, or digital advertising medium — including but not limited to Meta, Google, LinkedIn, TikTok, programmatic, out-of-home, and paid email — is strictly prohibited until a separate Royalty Activation Agreement is executed and the Royalty Fees set out in Section 6.3 are paid in full. Any unauthorized commercial use constitutes willful copyright infringement.

6.3 Royalty Fees and Activation. If the Brand deploys, tests, or utilizes the Deliverables in any active marketing campaign, the Brand agrees to pay Kestrel Systems Pty Ltd an ongoing royalty fee equal to fifteen percent (15%) of the total monthly ad spend allocated to campaigns utilizing the Deliverables. Royalty payments are due on the 1st day of each calendar month following commercial deployment, accompanied by a statement of the spend subject to royalty. A separate Royalty Activation Agreement must be signed before any commercial use begins.

6.4 Right to Audit. The Brand agrees to maintain accurate records of all ad spend, campaign performance, and revenue associated with campaigns utilizing the Deliverables. Kestrel Systems Pty Ltd, or an authorized representative, reserves the right upon seven (7) days' written notice to audit the Brand's marketing dashboards and financial records solely to verify the accuracy of royalty calculations. The Brand shall provide read-only access to the relevant ad-platform dashboards (Meta Ads Manager, Google Ads, LinkedIn Campaign Manager, etc.) for the audit period.

6.5 Buyout Option. Full ownership transfer of any Deliverable is available via a separate Buyout Agreement. Buyout pricing is quoted on request per asset or campaign and is not published in these Terms. No buyout occurs, and ownership does not transfer, until a signed Buyout Agreement is executed and the buyout fee paid in full.

6.6 Unauthorized Use and Liquidated Damages. If the Brand utilizes the Deliverables commercially without executing a Royalty Activation Agreement and paying the Royalty Fees, the Brand agrees to immediately cease and desist all usage upon written notice from Kestrel Systems Pty Ltd. The Brand shall additionally be liable for retroactive royalties at twice (2×) the standard royalty rate set out in Section 6.3, calculated from the date of first commercial deployment, alongside any statutory damages and reasonable legal fees incurred by Kestrel Systems Pty Ltd to enforce its intellectual property rights.

7. Third-Party Links

The Site may contain links to third-party websites or services that are not owned or controlled by Kestrel. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

8. Disclaimer of Warranties

THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Site will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. We make no warranty regarding the accuracy, reliability, or completeness of any content on the Site.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KESTREL, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE.

10. Indemnification

You agree to defend, indemnify, and hold harmless Kestrel and its officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs or debt arising from your use of the Site or your violation of these Terms.

11. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the applicable jurisdiction where Kestrel operates, without regard to its conflict of law provisions.

Any dispute arising from or relating to these Terms shall be subject to the jurisdiction of the competent courts in that jurisdiction.

12. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

13. Entire Agreement

These Terms constitute the entire agreement between you and Kestrel regarding your use of the Site, superseding any prior agreements between you and us regarding the Site.

14. Contact Information

If you have any questions about these Terms, please contact us: