Terms and Conditions
Last Updated: October 23, 2024
These Terms of Service (the “Terms”) govern your use of the services offered by Adgnite (“Adgnite,” “we,” “us,” or “our”). By using our website or services (collectively, the “Services”), you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Services. These Terms are a legal agreement between Adgnite and the entity you represent (“Customer” or “you”).
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Definitions
1.1. “Customer Data” refers to all information and data provided by Customer through their use of the Services, including product images, data feeds, and any other content submitted by the Customer.
1.2. “Services” refers to the automated ad creation services provided by Adgnite based on Customer’s data feeds.
1.3. “User Data” refers to data collected by Adgnite for the purpose of account management and service delivery, including Customer’s name, address, and company information.
1.4. “Subscription Term” refers to the period during which Customer subscribes to the Services as specified in an Order Form.
1.5. “Order Form” refers to the order document, whether electronic or physical, that specifies the Services subscribed to by Customer, including pricing, Subscription Term, and any other relevant details.
1.6. “Authorized User” refers to an individual who is authorized by the Customer to use the Services on their behalf.
1.7. “Confidential Information” refers to any non-public information disclosed by either party to the other that is marked as confidential or that should reasonably be understood to be confidential given the nature of the information.
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Services
2.1. Provision of Services: Adgnite agrees to provide the Services to Customer as described in the applicable Order Form. The Services include the automated creation of ad images based on the Customer’s provided data feed.
2.2. Access Protocols: Adgnite will provide Customer with the necessary credentials and access protocols to use the Services. Customer is responsible for maintaining the confidentiality of these credentials.
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License and Restrictions
3.1. License Grant: Subject to these Terms, Adgnite grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Services during the Subscription Term for the purposes of generating ad images for Customer’s internal business use.
3.2. Restrictions: Customer shall not (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble any part of the Services; (c) sublicense, sell, rent, lease, or distribute the Services; (d) use the Services to create a competitive product; or (e) use the Services in any unlawful manner.
3.3 Limitations Due to AI Technology and Technical Operations: Given the nature of the Services, which rely on automated processes powered by AI technology and require continuous server access, Adgnite does not guarantee that the Services will be free from errors or interruptions. Any technical issues or service interruptions arising from factors such as automated process failures or server malfunctions shall not be deemed a breach of these Terms. Adgnite will use reasonable efforts to ensure the smooth operation of the Services and to promptly address and resolve any issues that may arise.
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Customer Responsibilities
4.1. Customer Data: Customer is solely responsible for the accuracy, quality, and legality of the Customer Data provided to Adgnite. Customer warrants that it owns or has obtained all necessary rights to the Customer Data.
4.2. Use of Services: Customer shall use the Services in compliance with all applicable laws and regulations. Customer is responsible for ensuring that its Authorized Users comply with these Terms.
4.3. Confidentiality: Customer agrees to maintain the confidentiality of any access credentials or other information provided by Adgnite and to prevent unauthorized access to the Services.
4.4. Backup of Data: Customer is responsible for maintaining backup copies of all Customer Data. Adgnite does not guarantee the retention or backup of Customer Data.
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Intellectual Property
5.1. Ownership of Customer Data: Customer retains all rights to the Customer Data. Adgnite does not claim ownership of Customer Data but requires the rights to use it to provide the Services.
5.2. Ownership of Services: Adgnite retains all rights, title, and interest in and to the Services, including all related intellectual property. The methods, algorithms, and technologies used in the creation of ad images remain the proprietary property of Adgnite.
5.3. Generated Content: While the ad images generated by the Services use Customer Data, the underlying technology and methodologies remain the property of Adgnite. Customer is granted a license to use the generated content solely for their business purposes.
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Fees and Payment
6.1. Subscription Fees: Customer agrees to pay the fees associated with the selected subscription plan as specified in the Order Form. The available plans include:
Up to 5,000 Products: €149 per month
Up to 15,000 Products: €299 per month
Up to 30,000 Products: €450 per month
6.2. Payment Terms: Subscription fees are billed monthly in advance and are non-refundable. Payment must be made within the payment period specified in the Order Form. Late payments may incur interest at the rate specified by law.
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Term and Termination
7.1. Term: These Terms are effective as of the date Customer first subscribes to the Services and shall continue until the Subscription Term ends or the Terms are terminated in accordance with this section.
7.2. Termination by Customer: Customer may terminate their subscription at any time by providing notice via email or by terminating their subscription through the “My Account” section on the Adgnite website. The subscription will continue until the end of the current billing period, and no refunds will be issued for any remaining period.
7.3. Termination by Adgnite: Adgnite may terminate the Services immediately if Customer breaches any of these Terms or if required by law. Upon termination, Customer’s access to the Services will be disabled.
7.4. Effect of Termination: Upon termination, Customer must cease all use of the Services. Adgnite will retain Customer Data for a limited period after termination, after which it will be securely deleted unless otherwise required by law.
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Support and Service Levels
8.1. Support: Adgnite provides support via email. Basic email support is available for the “5,000 Products” plan, and priority email support is available for the “15,000 Products” and “30,000 Products” plans. While Adgnite endeavors to respond promptly, no specific response time is guaranteed.
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Confidentiality
9.1. Confidential Information: Each party agrees to maintain the confidentiality of the other party’s Confidential Information. Confidential Information may not be disclosed to any third party except as necessary to fulfill the obligations under these Terms or as required by law.
9.2. Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no fault of the receiving party; (b) was known by the receiving party before receipt from the disclosing party; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party.
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Indemnification
10.1. By Customer: Customer agrees to indemnify and hold harmless Adgnite from any third-party claims, damages, losses, or expenses arising from Customer’s use of the Services, including any violation of these Terms or applicable laws.
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Limitation of Liability
11.1. Limitation: In no event shall Adgnite be liable for any indirect, incidental, special, or consequential damages, including lost profits or data, arising out of or in connection with the use of the Services.
11.2. Cap on Liability: Adgnite’s total liability for any claim arising under these Terms shall not exceed the amount paid by Customer to Adgnite in the six months preceding the claim.
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Publicity
12.1. Use of Name, Logo, and Created Ads: Customer grants Adgnite the right to use Customer’s name and logo for marketing and promotional purposes, including on Adgnite website and in other marketing materials. Additionally, Adgnite may use examples of ads created through the Services for promotional purposes, showcasing the capabilities of the Services, provided that such use does not disclose any confidential or sensitive information.
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Governing Law and Dispute Resolution
13.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of Greece, without regard to its conflict of law principles.
13.2. Dispute Resolution: Any disputes arising out of or relating to these Terms shall be resolved through negotiation. If the dispute cannot be resolved amicably, it shall be submitted to the exclusive jurisdiction of the courts in Greece.
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Miscellaneous
14.1. Assignment: Customer may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of Adgnite. Any attempt to do so without consent is void.
14.2. Force Majeure: Adgnite shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, supply chain failures, or other disruptions.
14.3. Entire Agreement: These Terms, together with any applicable Order Forms, constitute the entire agreement between the parties and supersede all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.
14.4. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.5. Waiver: The failure of either party to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
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Notices
15.1. Notice Requirements: Any notice required or permitted to be given under these Terms shall be in writing and delivered via email or through a recognized overnight delivery service to the contact information provided in the Order Form.
Contact Information
For any questions or concerns about these Terms, please contact us at [email protected].
