Terms of Service
Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the web-based service http://adriel.ai (the “Service”) operated by Adriel Inc.(“us”, “we”, or “our”).
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THESE TERMS, YOU MAY NOT USE THE SERVICES.
Table of Contents
- 01.Use of Services
- 05.Subscription and Payment
- 06.Intellectual Property
- 07.User Submissions
- 08.Links to other web sites
- 09.Warranty Disclaimers
- 10.Limitation of Liability
- 12.Terms and Termination
- 13.Independent Contractors
01.Use of Services
Service is the web-based platform designed by Adriel Inc which helps you to automate and optimize advertising campaigns and maximize the efficiency of advertisements. In order to start using the Service you must create an account and provide us with a desirable level of access to the list of your advertising accounts, the list of managed pages, statistic data of your advertising campaigns, including ad impressions, site visits, site activities, advertising, account settings. We use machine learning algorithms in order to show the most important information about your advertising campaigns. We do not transfer your data to third parties, but reserve the right to use anonymous data on your statistics for aggregation with other data and training our algorithms.
YOU ARE ENTITLED TO ACCESS, NAVIGATE AND USE THE SOFTWARE SOLELY FOR THE PURPOSES OF USING THE SERVICE AND OBLIGATIONS UNDER THIS AGREEMENT. YOU MAY NOT REVERSE ENGINEER, TAKE SCREENSHOTS OF, COPY, SELL, REDISTRIBUTE, LICENSE, OR TRANSFER THE SOFTWARE, OR REPRODUCTIONS OF THE SOFTWARE TO OTHER PARTIES IN ANY WAY.
In your use of the Product and/or Services, you warrant that you will at all times comply with the applicable policies of third party platform provider (as applicable), including:
(i) comply with the advertising policy of Facebook available at https://www.facebook.com/ad_guidelines.html and as updated from time to time,
(iv) comply with the advertising policy of Google AdWords available at https://support.google.com/adwordspolicy/ and as updated from time to time,
You will use all reasonable endeavors to prevent any unauthorized access to, or use of, the Product and, in the event of any such unauthorized access or use, promptly notify Adriel. Adriel is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which Adriel provides may change from time to time without prior notice to you.
As part of this continuing innovation, you acknowledge and agree that Adriel may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally at Adriel's sole discretion, without prior notice to you. You may stop using the Service at any time. You do not need to specifically inform Adriel when you stop using the Service.
You agree that you are solely responsible for (and that Adriel has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Adriel may suffer) of any such breach.
Neither Party shall disclose any Confidential Information to any third party other than to its Personnel, employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed, under an executed agreement, to keep such information confidential in the same or a substantially similar manner as provided for in these Terms. Neither Party will use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of these Terms. Each Party will take reasonable security precautions to protect and safeguard the Confidential Information of the Disclosing Party against any unauthorized use, disclosure, transfer or publication, with at least the same degree of care and precaution as it uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. Either Party shall notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or breach of these Terms. Nothing in this Agreement shall prevent a Receiving Party from disclosing Confidential Information it received hereunder pursuant to a binding order of a government agency or a court, provided that the Receiving Party (a) notifies the Disclosing Party of such release or disclosure with as much notice as reasonably possible so that such Disclosing Party may seek a protective order or other appropriate remedy; and (b) uses reasonable efforts to limit such release or disclosure only to the extent required. The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and agree that the non-breaching Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. The provisions of this section shall continue in force for a period of five (5) years following the termination or expiration of these Terms.
To access the Service, you must register an account by providing your email address and any optional personal information that you elect to associate with your account or that your privacy settings on your Social Media account permit us to access. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you.
You are responsible for notifying us at firstname.lastname@example.org if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Adriel will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Adriel Inc. or a third party due to someone else using your account. If you wish to delete your Account you may send an email request to Adriel at email@example.com.
05. Subscription and Payment
By subscribing to the Service and providing billing information, you agree to payment terms and condition. You agree to pay Adriel for any confirmed expenses made in connection with your Adriel Account in accordance with these Terms by one of the methods described on the Site or Application, e.g. by Stripe. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting purchase via a third-party online payment processor, Stripe.
Adriel, at its sole discretion, may make promotional offers with different features and different pricing to any of Adriel’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
Adriel’s invoice will consist of your advertising spending, which Adriel pays to advertising platforms, and a percentage based service fee of the amount spent on your advertising. Fees will be charged by the terms described on the Site https://app.intercom.io In case you stop a campaign in the middle of your schedule or remove your payment method, any outstanding balance will be settled immediately. You will also be billed for your usage of optional features and functionalities. Fees for optional features and functionalities are provided in the account interface at the time such features are utilized.
Adriel Inc may revise fee rates and/or the billable amount structure for the Service from time to time and will provide you with email notice of any changes in fees at least thirty (30) days prior. You are responsible for providing complete and accurate billing information to Adriel Inc and for all taxes. Adriel Inc will charge tax when required to do so by law.
Adriel's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Adriel reserves the right to suspend the Services if you are late in settling payments for remuneration. Late invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum rate permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Services during any period of suspension.
06. Intellectual Property
The Service contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Adriel Inc, and is protected copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service have been developed, compiled, prepared, revised, selected, and arranged by Adriel Inc. You agree to protect the proprietary rights of Adriel Inc and all others having rights in the Service during and after the term of these Terms. You agree to notify Adriel Inc immediately upon becoming aware of any claim that the Service infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service shall, as between you and Adriel Inc, at all times be and remain the sole and exclusive property of Adriel Inc.
Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes. As part of Adriel's Intellectual Property policy, Adriel will terminate user access to the Service if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice.
Use of Content: Content on the Site is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcasted, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
07. User Submissions
Responsibility: The Site may permit the submission, hosting, sharing and publishing of Content by you and other users ("User Submissions"). You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Site (including User Submissions) at any time and for any reason.
Ownership: You represent and warrant that you own or have the necessary rights and permissions to use and authorize Adriel to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions. "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
License to User Submissions: By submitting the User Submissions to Adriel, you hereby grant Adriel a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of display, and perform the User Submissions in connection with the Site and Adriel's business, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.
Prohibited Content: You agree that you will not display, post, submit, publish, upload or transmit a User Submission that:
(i) is unfair or deceptive under the consumer protection laws of any jurisdiction;
(ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights;
(iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement;
(iv)impersonates another person;
(v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
(vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate;
(vii) involves theft or terrorism; or
(viii) is otherwise malicious or fraudulent.
Also, Ads platforms do not allow or have restrictions over certain kinds of advertising. If your campaign has one of those contents, Adriel will not be able to broadcast your advertisements. Please check out the links below and make sure your campaign does not fall into one of those categories that may not be approved by the ads networks.
Google Advertising Policy: https://support.google.com/adspolicy
Facebook Advertising Policy: https://www.facebook.com/policies/ads
Instagram Advertising Policy: https://help.instagram.com/1554245014870700
08. Links to other web sites
Adriel permits you to link to the Site provided that:
(i) you link to but do not replicate any page on this Site;
(ii) the hyperlink text shall accurately describe the Content as it appears on the Site;
(iii) you shall not misrepresent your relationship with Adriel or present any false information about Adriel and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent;
(iv) you shall not link from a website ("Third Party Website") which prohibited linking to third parties;
(v) such Third party Website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or
(vi)you, and your website, comply with these Terms and applicable law
09. Warranty Disclaimers
This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ADRIEL HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ADRIEL DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT ADRIEL WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
ADRIEL DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.
YOU SPECIFICALLY ACKNOWLEDGE THAT ADRIEL SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY SITE USER OR OWNER, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY SITE USER OR OWNER IN CONNECTION WITH THE SITE OR ANY USER SUBMISSION, YOU AGREE THAT ADRIEL IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. ADRIEL RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ADRIEL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF ADRIEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ADRIEL FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO ADRIEL FOR USING THE SITE DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
You agree to defend, indemnify and hold harmless Adriel and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from:
(i) your use of, or inability to use, the Site;
(ii) your User Submissions;
(iii) your interaction with any Site user; or
(iv)your violation of these Terms.
12. Terms and Termination
These Terms are effective until terminated by Adriel or you. Adriel in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Adriel shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. Sections 2 (Privacy), 3(Confidentiality) and 6 (Intellectual Property) to 16 (General) shall survive termination of these Terms.
13. Independent Contractors
You and Adriel are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Adriel. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Adriel.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Adriel without restriction or notification to you.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
Adriel reserves the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship between you and Adriel shall be governed by and construed in accordance with the laws of the country where we are located in, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in the city where our headquarter is located in and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Adriel may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Adriel concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.