Terms of Service

These Terms of Service ("Terms") govern access to and use of dtcpilot, the AI operating system for direct-to-consumer brands, including the website at dtcpilot.io, the web application at app.dtcpilot.io, and all related software, APIs, integrations, documentation and services (together, the "Service").

The Service is provided by BPI VENTURES GLOBAL – FZCO, a free zone company registered in the IFZA free zone, with its address at IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates ("dtcpilot", "we", "us" or "our"). BPI VENTURES GLOBAL – FZCO is the contracting party for every subscription to the Service.

By signing an Order Form, creating an account, clicking to accept these Terms or using the Service, you agree to these Terms on behalf of the business you represent ("Customer" or "you"). If you are accepting on behalf of a company or other legal entity, you confirm that you have authority to bind that entity. If you do not have that authority, or you do not agree to these Terms, you must not use the Service.

The Service is offered to businesses only. It is not intended for, and may not be used by, consumers acting for personal, family or household purposes.

1. Definitions

In these Terms, the following words have the meanings given below. Other capitalized terms are defined where they first appear.

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests of the entity.
• "AI Features" means the features of the Service that use machine-learning or generative models to produce content, analysis, recommendations or automated actions.
• "Agreement" means these Terms, each Order Form, the Data Processing Agreement and the policies referenced in these Terms, as each may be updated in accordance with these Terms.
• "Authorized User" means an employee, contractor or agent of Customer (or of a Customer Affiliate) whom Customer permits to access the Service under Customer's account.
• "Company Workspace" means a separate business workspace within Customer's account, each of which holds its own data, connections and settings.
• "Connected Platform" means any third-party platform, application or service that Customer connects to the Service, including e-commerce, payment, advertising, email, messaging, shipping, tax, analytics and infrastructure providers.
• "Customer Data" means all data, content and materials that Customer, its Authorized Users or its Connected Platforms submit to or make available through the Service, including product information, creative assets, order and customer records, and Output.
• "Data Processing Agreement" or "DPA" means our data processing agreement available at dtcpilot.io/dpa, which forms part of the Agreement.
• "Documentation" means the user guides, help content and technical documentation for the Service that we make available to Customer.
• "Fees" means the fees payable for the Service as set out in the applicable Order Form.
• "Order Form" means an ordering document, online checkout, subscription plan selection or other order confirmation, accepted by both parties or by Customer through the Service, that specifies the modules, Fees, currency, Subscription Term, usage limits and any other commercial terms for Customer's subscription.
• "Output" means content generated by the AI Features for Customer, such as ad copy, scripts, images, video, advertorials, translations and recommendations.
• "Subscription Term" means the initial subscription period stated in an Order Form and each renewal period.

2. The Service

2.1 Modules

dtcpilot is a business-to-business software-as-a-service platform for direct-to-consumer brands. Depending on the modules included in Customer's Order Form, the Service may include:

• AI creative: generation and editing of video ads, static ads, advertorials and translations;
• Media buying: launching and managing advertising campaigns on platforms such as Meta, TikTok and Google, including automation rules that can pause, resume or adjust campaigns, ad sets, ads and budgets;
• Funnels and checkout: quiz funnels, checkout pages, one-click upsells and express wallet payments;
• Subscriptions and retention: a customer self-service portal, save offers and failed-payment recovery;
• Orders and operations: refunds, fulfillment and third-party logistics (3PL) workflows, and risk, fraud and reseller detection; and
• Analytics: profit, cost of goods sold (COGS) and attribution reporting.

2.2 Provision of the Service

Subject to the Agreement and payment of the Fees, we will make the modules identified in Customer's Order Form available to Customer and its Authorized Users during the Subscription Term, and we grant Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes in accordance with the Documentation and any usage limits in the Order Form.

2.3 Changes to the Service

We continuously improve the Service and may add, modify or retire features from time to time. We will not materially reduce the core functionality of a paid module during a Subscription Term that Customer has already paid for. If we retire a paid module, we will give reasonable advance notice and, where Customer has prepaid for that module, offer a comparable replacement or a pro-rata refund of prepaid Fees for the retired module covering the remainder of the Subscription Term.

2.4 Affiliates and Company Workspaces

Customer may operate one or more Company Workspaces, and may permit its Affiliates to use the Service under Customer's account, in each case within the limits of its Order Form. Customer Data is logically isolated per Company Workspace. Customer is responsible for each Affiliate's compliance with the Agreement, and any act or omission of an Affiliate is treated as Customer's own.

3. Accounts and Authorized Users

• Account information. Customer must provide accurate, current and complete account and billing information and keep it up to date.
• Authorized Users. Customer controls who is invited to its account and which roles and permissions each Authorized User holds. User credentials are personal and must not be shared. Customer is responsible for all activity that occurs under its account and for the acts and omissions of its Authorized Users as if they were its own.
• Eligibility. Each Authorized User must be at least 18 years old.
• Security of credentials. Customer must keep passwords, API keys and access tokens confidential, use multi-factor authentication where the Service offers it, and notify us promptly at [email protected] of any suspected unauthorized access to its account.
• Account owner. Each account has at least one owner with authority over billing, users and cancellation. We may rely on instructions from any account owner as instructions from Customer.

4. Orders, fees and payment

4.1 Order Forms

Customer's subscription, including the modules, Fees, currency, billing interval, Subscription Term and any usage limits or usage-based charges, is set out in its Order Form. Each Order Form is governed by these Terms. We do not publish standard pricing; the commercial terms that apply to Customer are those agreed in its Order Form.

4.2 Trials and pilots

We may, at our discretion, offer a free trial or a pilot of some or all of the Service for a limited period ("Trial"). A Trial is provided for evaluation only, may be subject to additional limits, and may be ended by us at any time. Unless an Order Form states otherwise, a Trial does not include any service levels or support commitments, and our total liability in connection with a Trial is limited to one hundred US dollars (USD 100). If Customer provides a payment method at the start of a Trial, the paid subscription described in the Order Form begins automatically at the end of the Trial unless Customer cancels before the Trial ends. Customer Data entered during a Trial may be deleted if Customer does not convert to a paid subscription within 30 days after the Trial ends.

4.3 Billing and payment

• Billing in advance. Subscription Fees are billed in advance at the start of each billing period stated in the Order Form. Usage-based charges, if any, are billed in arrears for the period in which they were incurred.
• Payment processors. Payments are collected through third-party payment processors, such as Stripe. By providing a payment method, Customer authorizes us and our payment processor to charge all Fees and applicable taxes to that payment method when due. We do not store full card numbers. Where an Order Form provides for invoicing, invoices are payable within the period stated in the Order Form, or within 14 days of the invoice date if none is stated.
• Automatic renewal. Unless the Order Form states otherwise, each Subscription Term renews automatically for a renewal period equal in length to the expiring billing period, and Customer's payment method is charged at the start of each renewal period, unless either party gives notice of non-renewal before the end of the current period as described in our Refund & Cancellation Policy.
• Non-cancellable and non-refundable. Except as expressly stated in the Agreement or required by law, payment obligations are non-cancellable and Fees paid are non-refundable. Our Refund & Cancellation Policy describes the circumstances in which refunds are available.
• Disputed amounts. If Customer disputes a charge in good faith, it must tell us in writing within 30 days of the charge, giving reasonable detail, and must pay any undisputed portion when due. The parties will work together in good faith to resolve the dispute promptly.

4.4 Late payment

If a payment fails or an invoice is overdue, we will notify Customer and may retry the payment method on file. If the amount remains unpaid 14 days after that notice, we may suspend access to paid features until all overdue amounts are paid in full, in addition to any other rights we have. Overdue amounts may accrue interest at the lower of 1% per month or the maximum rate permitted by law, from the due date until paid. Customer will reimburse our reasonable costs of collecting overdue amounts that are not the subject of a good-faith dispute.

4.5 Taxes

Fees are stated exclusive of taxes. Customer is responsible for all sales, use, value-added, goods and services, withholding and similar taxes, duties and levies imposed on its purchases under the Agreement, including UAE value-added tax where applicable, but excluding taxes based on our net income, property or employees. Where we are required to collect or pay such taxes, we will add them to the amount invoiced or charged. If Customer is required by law to withhold any tax from a payment, Customer will increase the payment so that we receive the amount we would have received had no withholding been required, unless Customer provides valid evidence of an exemption. Customer will provide accurate billing and tax registration information so that the correct tax treatment can be applied.

4.6 Price changes

We may change the Fees for any renewal period by giving Customer at least 30 days' notice before the end of the current Subscription Term. Changes take effect at the start of the next renewal period. If Customer does not agree to a change, it may give notice of non-renewal before the renewal date. Fees agreed for a fixed Subscription Term in an Order Form will not change during that term.

4.7 Usage limits

Usage limits, such as the number of Company Workspaces, Authorized Users, generation or rendering credits, orders processed or connected ad accounts, are stated in the Order Form. If Customer exceeds a usage limit, we may charge for the excess at the rates in the Order Form or, where none are stated, at our then-current rates, or ask Customer to upgrade its plan. Unused credits and allowances expire at the end of the billing period in which they were granted unless the Order Form states otherwise.

5. Customer responsibilities and Connected Platforms

5.1 General responsibilities

Customer is responsible for its use of the Service and for the accuracy, quality and legality of Customer Data and of the products and services it sells. Customer will use the Service in accordance with the Agreement, the Documentation and all laws that apply to its business, including consumer protection, advertising, marketing, privacy, data protection, product safety, payment and tax laws.

5.2 Authorization to act on Connected Platforms

Many features work by connecting the Service to Customer's accounts on Connected Platforms, such as Shopify, Stripe, PayPal, Meta, Google Ads, TikTok, Klaviyo, ShipStation, TaxJar, Cloudflare, Slack, Triple Whale and CheckoutChamp, through OAuth, API keys or similar credentials. When Customer connects a Connected Platform, Customer authorizes us to access that account and to read data from, write data to and take actions in that account on Customer's behalf, within the permissions Customer grants and as needed to provide the features Customer uses. Examples include creating and publishing ads, changing campaign status and budgets, creating orders and refunds, updating subscriptions and syncing customer and order data. Customer represents that it has the right to grant this authorization and may withdraw it at any time by disconnecting the Connected Platform, although some features will then stop working.

5.3 Campaigns, budgets and ad spend

Customer is solely responsible for its advertising campaigns, including their targeting, content, budgets and bid strategies, and for all amounts charged by advertising platforms. Ad spend is paid by Customer directly to the relevant advertising platform, is not part of the Fees and is never refundable by us. Customer is responsible for setting budgets, spending caps and permissions at the platform level that reflect its risk tolerance.

5.4 Automation rules and AI actions

Automation rules and AI-driven actions, such as pausing an underperforming ad, increasing a budget, launching a new creative or issuing a refund, run on the configuration, rules, thresholds and instructions that Customer or its Authorized Users set or approve. Customer is responsible for reviewing and testing its configuration, for monitoring the results, and for the consequences of actions taken in accordance with it. Automated actions depend on data received from Connected Platforms, which may be delayed, incomplete or inaccurate, and we do not guarantee that any automated action will produce a particular result or will be executed at a particular moment.

5.5 Platform policies

Customer must comply with the terms, policies and advertising standards of each Connected Platform, including advertising, commerce, payment, messaging and developer policies. Content and actions that the Service allows are not necessarily permitted by a Connected Platform.

5.6 Third-party platforms are outside our control

Connected Platforms are provided by third parties under their own terms, and Customer's relationship with each of them is directly between Customer and that provider. We do not control and are not responsible for Connected Platforms, including their availability, outages, data accuracy, API changes, pricing, review or approval decisions, policy enforcement, ad rejections, account restrictions, suspensions or bans, withheld payouts or reserves. If a Connected Platform changes or withdraws an integration or API in a way that affects the Service, we will use commercially reasonable efforts to adapt but will not be liable for the resulting impact. Fees are not reduced because of the unavailability of a Connected Platform.

5.7 Customer's customers

Where Customer uses the Service to sell to, communicate with or support its own customers, Customer is the merchant and seller of record and is solely responsible to those customers, including for its products, pricing, disclosures, subscription terms, cancellation rights, refunds, chargebacks, customer support and the content of its checkout, funnel and portal pages. Customer will provide all notices, and obtain all consents, required by law for the processing of its customers' personal data and for any marketing messages it sends.

6. AI Features

6.1 Nature of Output

AI Features rely on probabilistic models. Output may be inaccurate, incomplete, outdated, offensive or unsuitable for Customer's purposes, and may contain errors that appear plausible. Output is not professional, legal, medical, regulatory or financial advice. Customer must review, edit and approve all Output before publishing, sending or relying on it.

6.2 Ownership of Output

As between the parties, and to the extent permitted by law, Customer owns the Output generated for its account, and we assign to Customer any rights we hold in that Output. Customer acknowledges that, because of the nature of generative models, Output may be similar or identical to content generated for others, and that we do not guarantee that Output is unique, protectable by intellectual property rights, or free from third-party rights. Our assignment does not extend to our underlying technology, templates, prompts, workflows or models, which remain ours.

6.3 Advertising claims and compliance

Customer is solely responsible for the claims made in its ads, landing pages, advertorials, emails, messages and other marketing, whether written by Customer or generated by AI Features. This includes substantiating every express and implied claim, and complying with advertising and consumer protection laws and with the rules that apply to regulated categories. For example, health, medical, dietary supplement, weight-loss, cosmetic, financial and earnings claims are subject to strict legal requirements in many jurisdictions. Customer must not publish Output that makes claims it cannot substantiate, and must add any disclaimers, disclosures and endorsement or testimonial disclosures that the law requires. Customer must also ensure that any use of real people's names, likenesses or voices in Output is lawful and consented.

6.4 Model training

We do not use Customer Data or Output to train generally available foundation models, and we do not permit our AI providers to do so. We may use Customer Data within Customer's own account to provide, personalize and improve the features Customer uses, for example to learn which creatives perform best for Customer's brand. We may also use aggregated and de-identified usage data, which does not identify Customer, its users or its customers, to operate, secure and improve the Service.

6.5 Third-party AI providers

AI Features are powered in part by third-party model providers. Those providers process Customer Data on our behalf as sub-processors, under contractual terms consistent with the DPA, and only to the extent needed to generate Output. The current list of sub-processors is available at dtcpilot.io/subprocessors.

6.6 Restrictions on AI Features

Customer must not use AI Features in breach of our Acceptable Use Policy, including to create unlawful, infringing, deceptive or sexual content involving minors, or to create deepfakes of real people without their consent. We may apply content filters and safety systems to AI Features and may decline to generate content that we reasonably believe breaches the Agreement.

7. Customer Data and privacy

7.1 Ownership

As between the parties, Customer retains all right, title and interest in and to Customer Data. Customer grants us and our sub-processors a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display and adapt Customer Data only as necessary to provide, secure, support and improve the Service for Customer, to comply with law, and as otherwise permitted by the Agreement.

7.2 Roles and the DPA

For personal data contained in Customer Data, Customer is the controller and we act as its processor (or, where Customer is itself a processor, as its sub-processor). We will process that personal data only on Customer's documented instructions, which include the Agreement and Customer's configuration of the Service, and in accordance with the Data Processing Agreement. Our handling of personal data for which we are the controller, such as account, billing and website visitor data, is described in our Privacy Policy and Cookie Policy.

7.3 Customer's obligations

Customer represents and warrants that it has, and will maintain, all rights, notices, consents and lawful bases required to submit Customer Data to the Service and to have it processed as contemplated by the Agreement, including the personal data of its customers, subscribers and leads. Customer will not submit to the Service any special categories of personal data, health records, government identification numbers or full payment card data, except through features expressly designed for that purpose, such as a payment processor's hosted fields.

7.4 Service data

We may collect data about how the Service is used, such as feature usage, performance and diagnostic data ("Service Data"). We use Service Data to operate, secure, support and improve the Service, and we will not disclose Service Data externally in a form that identifies Customer or any individual, except as needed to provide the Service or as required by law.

8. Acceptable use

Customer's use of the Service must comply with our Acceptable Use Policy, which forms part of the Agreement. Without limiting that policy, Customer must not, and must not allow any person to:

• sell, sublicense, resell, rent, lease or otherwise make the Service available to third parties, except as expressly permitted in an Order Form;
• copy, modify, create derivative works of, decompile, disassemble or reverse engineer the Service, or attempt to derive its source code, models or underlying ideas, except to the extent that applicable law expressly permits this despite this restriction;
• access the Service to build a competing product, or benchmark the Service for publication without our written consent;
• circumvent usage limits, access controls or security measures, or access the Service by automated means other than through APIs we provide;
• use the Service to transmit malware, or in a way that interferes with or disrupts the integrity or performance of the Service; or
• use the Service in breach of law or of a Connected Platform's policies.

9. Intellectual property and feedback

9.1 Our intellectual property

We and our licensors own all right, title and interest in and to the Service, the Documentation, our software, models, templates, workflows and designs, and all improvements and derivative works of any of them, together with all related intellectual property rights. Except for the limited rights expressly granted in the Agreement, no rights are granted to Customer, whether by implication, estoppel or otherwise. The dtcpilot name, logo and related marks are our trademarks and may not be used without our prior written consent.

9.2 Feedback

If Customer or its Authorized Users provide suggestions, ideas, bug reports or other feedback about the Service ("Feedback"), we may use and incorporate that Feedback without restriction or obligation to Customer. Feedback does not include Customer Data or Customer's Confidential Information, and we will not identify Customer as the source of Feedback without its consent.

10. Confidentiality

10.1 Definition

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with the Agreement that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer's Confidential Information includes Customer Data. Our Confidential Information includes non-public details of the Service, the Documentation, security information and the terms of any Order Form.

10.2 Exclusions

Confidential Information does not include information that the Recipient can show (a) is or becomes publicly available through no fault of the Recipient; (b) was lawfully known to the Recipient before disclosure without a duty of confidentiality; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

10.3 Obligations

The Recipient will use the Discloser's Confidential Information only to exercise its rights and perform its obligations under the Agreement, will protect it using at least the same degree of care it uses for its own confidential information of a similar nature and no less than reasonable care, and will disclose it only to its and its Affiliates' employees, contractors, advisers and sub-processors who need to know it for those purposes and are bound by confidentiality obligations at least as protective as these. The Recipient may disclose Confidential Information where required by law or court order, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable assistance to seek protective treatment. These obligations continue during the Agreement and for five years after it ends, and for trade secrets and Customer Data for as long as they remain confidential.

11. Security

We maintain reasonable administrative, technical and organizational measures designed to protect the security, confidentiality and integrity of Customer Data against unauthorized access, loss, alteration or disclosure, appropriate to the nature of the data and the risks involved. These measures include encryption of data in transit, logical isolation of Customer Data per company, role-based access controls, restriction of employee access to what is needed to operate and support the Service, logging and monitoring, and secure storage of credentials for Connected Platforms. We will notify Customer without undue delay after becoming aware of a security incident that results in unauthorized access to Customer Data, as described in the DPA. Customer is responsible for configuring user access, roles and permissions within its account, and for the security of its own systems, devices and Connected Platform accounts.

12. Availability and support

12.1 Availability

We will use commercially reasonable efforts to make the Service available 24 hours a day, seven days a week, except for planned maintenance, emergency maintenance and interruptions caused by events outside our reasonable control, including the unavailability of Connected Platforms, hosting providers or the internet. We schedule planned maintenance, where practicable, at times that minimize disruption and will give advance notice of planned maintenance that is expected to cause significant downtime.

12.2 Service levels

No uptime commitment, service level agreement or service credit applies to the Service unless it is expressly set out in Customer's Order Form. Where an Order Form includes a service level, the remedies stated in it are Customer's sole and exclusive remedies for failing to meet that service level.

12.3 Support

We provide support by email at [email protected] and through the in-app help channels available for Customer's plan. We aim to respond to support requests within one business day. Any enhanced support, onboarding or dedicated account management is provided only if included in the Order Form.

13. Suspension

We may suspend Customer's or any Authorized User's access to all or part of the Service if (a) any amount owed by Customer is overdue as described in section 4.4; (b) we reasonably believe that Customer's use of the Service breaches the Acceptable Use Policy or poses a security risk to the Service or to any third party; (c) Customer's use could expose us, our other customers or a Connected Platform to legal liability, or could cause a Connected Platform to restrict our integrations; (d) we are required to do so by law or by a court or regulator; or (e) Customer has initiated a payment dispute or chargeback that has not been resolved. We will limit any suspension to the extent and duration reasonably necessary and, where practicable and lawful, give Customer advance notice and an opportunity to remedy the issue. Suspension does not relieve Customer of its obligation to pay the Fees. We will restore access promptly once the cause of the suspension has been resolved.

14. Term and termination

14.1 Term

The Agreement begins when Customer first accepts these Terms and continues until all Subscription Terms have ended, unless terminated earlier in accordance with this section. Each Subscription Term begins on the date stated in the Order Form and renews as described in section 4.3.

14.2 Termination for convenience at renewal

Either party may terminate a subscription with effect from the end of the current Subscription Term by giving notice of non-renewal before the renewal date. Customer may do so from the billing settings in the app or by emailing [email protected], as described in the Refund & Cancellation Policy. Where an Order Form specifies a longer notice period or a fixed commitment, the Order Form applies.

14.3 Termination for breach

Either party may terminate the Agreement or any Order Form by written notice if the other party materially breaches the Agreement and does not cure the breach within 30 days after receiving written notice describing it. We may terminate immediately by written notice if Customer's breach of the Acceptable Use Policy is serious, is repeated, or cannot reasonably be cured.

14.4 Termination for insolvency

Either party may terminate the Agreement immediately by written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver, administrator, liquidator or similar officer appointed over all or a substantial part of its assets, becomes the subject of any bankruptcy, liquidation or insolvency proceeding that is not dismissed within 60 days, or ceases to carry on business.

14.5 Effect of termination

When the Agreement or a subscription ends for any reason: (a) all rights granted to Customer under it end, and Customer and its Authorized Users must stop using the affected parts of the Service; (b) Customer must pay all Fees accrued up to the effective date of termination and, where we terminate for Customer's breach, all remaining Fees for the current Subscription Term; and (c) if Customer terminates for our uncured material breach, we will refund any prepaid Fees covering the remainder of the Subscription Term after the effective date of termination. Ending a subscription does not cancel or reverse any campaigns, orders, refunds or other actions already taken in Connected Platforms, and Customer is responsible for disconnecting Connected Platforms and reviewing any active campaigns and automations before its subscription ends.

14.6 Data export and deletion

For 30 days after the end of a subscription, Customer may export Customer Data using the export features of the Service or by request to [email protected]. After that 30-day period, we will delete Customer Data from our active systems within a reasonable period, and from backups in accordance with our standard backup rotation, except where we are required by law to retain it. We describe our retention practices in the Privacy Policy and the DPA. We have no obligation to retain Customer Data after the export window closes.

15. Warranties and disclaimers

15.1 Mutual warranties

Each party warrants that it is validly organized and in good standing, that it has full power and authority to enter into and perform the Agreement, and that its performance will comply with the laws that apply to it.

15.2 Our warranties

We warrant that, during the Subscription Term, (a) the Service will perform materially in accordance with the Documentation; and (b) we will not materially decrease the overall security of the Service. If the Service does not conform to these warranties, Customer must notify us in writing with reasonable detail, and our sole obligation, and Customer's exclusive remedy, will be for us to use commercially reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, for either party to terminate the affected subscription, in which case we will refund prepaid Fees for the remainder of the Subscription Term. These warranties do not apply to non-conformities caused by Customer Data, Connected Platforms, Customer's configuration, misuse of the Service, Trials or Beta Features.

15.3 Customer warranties

Customer warrants that it is using the Service for business purposes, that it has all rights, licenses, consents and authorizations needed to submit Customer Data and connect its Connected Platforms, and that its products, services, advertising and communications comply with applicable law.

15.4 Disclaimers

Except as expressly stated in the Agreement, the Service, Output and all related materials are provided "as is" and "as available", and to the fullest extent permitted by law we disclaim all other warranties, conditions and representations, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation. We do not warrant that Output will be accurate, lawful or fit for publication, and we do not guarantee any business outcome, including any level of sales, revenue, profit, conversion rate, return on ad spend, customer retention or recovery rate, fraud detection rate, or the approval of any ad or account by a Connected Platform. Analytics, attribution and profit figures are estimates based on data available to the Service, including data from Connected Platforms, and Customer should not rely on them as financial statements or tax records.

16. Indemnities

16.1 Our indemnity

We will defend Customer against any claim, demand, suit or proceeding brought by a third party alleging that the Service, as provided by us and used by Customer in accordance with the Agreement, infringes or misappropriates that third party's intellectual property rights (an "Infringement Claim"), and will pay any damages, costs and reasonable legal fees finally awarded against Customer, or agreed by us in settlement, in respect of that claim. If the Service becomes, or in our opinion is likely to become, the subject of an Infringement Claim, we may at our option (a) procure the right for Customer to continue using the Service; (b) modify the Service so that it is non-infringing without materially reducing its functionality; or (c) if neither option is commercially reasonable, terminate the affected subscription and refund prepaid Fees for the remainder of the Subscription Term. We have no obligation for any claim arising from Customer Data, Output, Connected Platforms, a combination of the Service with anything not provided by us, a modification not made by us, use of the Service other than in accordance with the Agreement, or Trials or Beta Features. This section states our entire liability, and Customer's exclusive remedy, for Infringement Claims.

16.2 Customer's indemnity

Customer will defend us and our Affiliates, and our and their officers, directors, employees and agents, against any claim, demand, suit or proceeding brought by a third party, including a regulator or a Connected Platform, arising out of or relating to (a) Customer Data, including any allegation that it infringes a third party's rights or was collected or processed in breach of law; (b) Customer's advertising, marketing and communications, including content generated with AI Features that Customer publishes; (c) Customer's products and services and any claims made about them; (d) Customer's use of the Service in breach of the Agreement, the Acceptable Use Policy, applicable law or a Connected Platform's policies; or (e) any dispute between Customer and its customers. Customer will pay any damages, fines, penalties, costs and reasonable legal fees finally awarded against us, or agreed by Customer in settlement, in respect of that claim.

16.3 Procedure

The party seeking defense (the "Indemnified Party") must (a) give the other party (the "Indemnifying Party") prompt written notice of the claim, although a delay only reduces the Indemnifying Party's obligations to the extent it is prejudiced by it; (b) give the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party may not settle any claim in a way that imposes an obligation or admission of liability on the Indemnified Party without its prior written consent, which may not be unreasonably withheld; and (c) provide reasonable cooperation at the Indemnifying Party's expense. The Indemnified Party may participate in the defense with counsel of its choosing at its own expense.

17. Limitation of liability

17.1 Exclusion of certain damages

To the fullest extent permitted by law, neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, sales, business, goodwill or anticipated savings, loss or corruption of data, cost of substitute services, or advertising spend, in each case arising out of or relating to the Agreement, even if the party has been advised of the possibility of those damages.

17.2 Liability cap

To the fullest extent permitted by law, each party's total aggregate liability arising out of or relating to the Agreement will not exceed the total Fees paid by Customer to us under the Agreement in the 12 months immediately before the event giving rise to the most recent claim.

17.3 Exceptions

The exclusions and limits in sections 17.1 and 17.2 do not apply to (a) Customer's obligation to pay Fees and taxes; (b) a party's fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; (c) a party's defense and payment obligations under section 16; (d) Customer's breach of section 8 or of the Acceptable Use Policy; or (e) any liability that cannot be excluded or limited under applicable law.

17.4 Basis of the bargain

The parties agree that the limitations in this section reflect a reasonable allocation of risk, form an essential basis of the bargain between them, and apply even if a limited remedy fails of its essential purpose.

18. Beta Features

We may make available features, modules or integrations that are identified as beta, preview, early access, experimental or similar ("Beta Features"). Beta Features are optional, are provided for evaluation, may be incomplete or contain errors, and may be changed or discontinued at any time without notice. Beta Features are provided "as is", without any warranty, service level, support commitment or indemnity, and our total liability arising from Beta Features is limited to one hundred US dollars (USD 100). Customer should not rely on Beta Features for critical business processes without adequate safeguards.

19. Publicity

Neither party will use the other party's name, logo or trademarks, or publicly identify the other party as a customer or supplier, without the other party's prior written consent. Customer may withdraw consent it has given at any time by notice to us, after which we will stop making new uses within a reasonable period.

20. Export controls and sanctions

Each party will comply with all export control and economic sanctions laws that apply to its performance under the Agreement, including those of the United Arab Emirates, the United Nations, the United States, the European Union and the United Kingdom. Customer represents that neither Customer nor any of its Authorized Users, Affiliates, owners or controlling persons is the subject or target of sanctions, is listed on any sanctions or restricted-party list, or is located, organized or ordinarily resident in a country or territory subject to comprehensive sanctions. Customer will not access or use the Service from, or make it available to any person in, such a country or territory, or for any purpose prohibited by those laws. We may suspend or terminate the Agreement immediately if we reasonably believe this section has been breached.

21. Anti-bribery and anti-corruption

Each party will comply with all applicable anti-bribery and anti-corruption laws in connection with the Agreement. Neither party has received or been offered, and neither party will offer, give, request or accept, any bribe, kickback, illegal payment or other improper advantage in connection with the Agreement. A party that becomes aware of a breach of this section will promptly notify the other party.

22. Force majeure

Neither party will be liable for any failure or delay in performing its obligations under the Agreement, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes not involving the affected party's own employees, failures of public utilities or telecommunications networks, internet or hosting outages, cyberattacks that could not reasonably have been prevented, and outages or actions of Connected Platforms. The affected party will notify the other party promptly and use reasonable efforts to mitigate the effect of the event. If the event prevents a party from performing its material obligations for more than 30 consecutive days, either party may terminate the affected subscription by written notice, and we will refund any prepaid Fees for the period after termination.

23. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes to the Service, to the law or to our business. We will post the updated Terms on this page with a new "Last updated" date. For material changes, we will notify account owners by email or through the Service at least 30 days before the changes take effect, except where a change is required sooner by law or relates to a new feature, in which case it takes effect when posted. If Customer does not agree to a material change, it may give notice of non-renewal before the change takes effect and, where it has prepaid for a Subscription Term, may terminate the affected subscription on notice given within that 30-day period and receive a pro-rata refund of prepaid Fees for the remainder of the term. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. Changes to these Terms do not change the commercial terms of an Order Form already in force.

24. General

24.1 Assignment

Neither party may assign or transfer the Agreement, in whole or in part, without the other party's prior written consent, which may not be unreasonably withheld. However, either party may assign the Agreement in its entirety, without consent, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or of the business to which the Agreement relates, provided that the assignee is not a competitor of the other party and agrees in writing to be bound by the Agreement. Any attempted assignment in breach of this section is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

24.2 Notices

We may give notices to Customer by email to the account owner's email address, through the Service, or by post to the address in the Order Form. Customer must send legal notices to us by email to [email protected] with the subject line "Legal notice", with a copy by courier or registered post to the address in section 25 where the notice concerns breach, termination or a dispute. Notices are effective when received, and an email notice is treated as received on the business day after it is sent unless the sender receives a delivery failure message. Routine operational communications may be sent by email or through the Service.

24.3 Entire agreement and order of precedence

The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior and contemporaneous proposals, discussions, agreements and representations, whether written or oral. No terms in any purchase order, vendor registration form or other Customer document apply, even if we accept or sign it. If there is a conflict between documents that form part of the Agreement, the following order of precedence applies, from highest to lowest: (a) the Order Form; (b) the Data Processing Agreement; (c) these Terms; and (d) the policies referenced in these Terms, including the Acceptable Use Policy and the Refund & Cancellation Policy.

24.4 Severability

If any provision of the Agreement is held invalid, illegal or unenforceable, it will be enforced to the maximum extent permissible or modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

24.5 No waiver

A party's failure or delay in exercising any right or remedy is not a waiver of that right or remedy, and a single or partial exercise does not prevent any further exercise. A waiver is effective only if it is in writing and signed by the waiving party.

24.6 Independent contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between them, and neither party has authority to bind the other, except that Customer authorizes us to act in its Connected Platforms as described in section 5.2.

24.7 No third-party beneficiaries

There are no third-party beneficiaries of the Agreement, except for the persons entitled to defense under section 16. No other person has any right to enforce any term of the Agreement.

24.8 Subcontractors

We may use subcontractors and sub-processors to provide parts of the Service. We remain responsible for their performance of our obligations under the Agreement, subject to the terms of the Agreement.

24.9 Language

The Agreement is written in English. If it is translated into any other language, the English version prevails in the event of any inconsistency.

24.10 Electronic acceptance

The Agreement and each Order Form may be accepted electronically, including by clicking to accept or by electronic signature, and may be signed in counterparts, each of which is an original and all of which together form one document.

24.11 Survival

Any provision of the Agreement that by its nature should survive termination or expiry will survive, including sections 4 (for amounts accrued), 6.2, 7, 9, 10, 14.5, 14.6, 15.4, 16, 17, 24 and 25.

24.12 Governing law and disputes

The Agreement, and any dispute, controversy or claim arising out of or in connection with it, including its formation, validity, interpretation, performance or termination and any non-contractual obligations, are governed by the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates as applied in Dubai. Before starting any proceedings, a party must notify the other in writing of the dispute, and senior representatives of both parties will negotiate in good faith to resolve it for at least 30 days after that notice. If the dispute is not resolved within that period, the courts of Dubai, United Arab Emirates, have exclusive jurisdiction, and each party irrevocably submits to that jurisdiction. Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information, or us from bringing proceedings to recover overdue Fees.

25. Contact

Questions about these Terms, and all legal notices, should be sent to [email protected]. For legal notices, please use the subject line "Legal notice".