Terms of Service
Please read these Terms of Service carefully before using the web or mobile-based services offered by “Adriel, Inc.(“Provider,” “Adriel,” “us,” or “our”)” (“Services”).
By accessing or using “adriel.com” or “app.adriel.com”(“Site”), Customer expressly acknowledges and agrees that they are entering a legal agreement with Adriel and has understood, agrees to comply with, and be legally bound by these Terms of Service. These Terms apply to all visitors, users, and any others who access or use the Services.
IF CUSTOMER DOES NOT HAVE THE AUTHORITY TO USE THE SERVICES OR IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS HEREIN, CUSTOMER MAY NOT USE THE SERVICES.
Capitalized terms used in these Terms of Service shall have the following meanings:
“Agreement” means these Terms of Service, any Order referencing these Terms of Service, and any other schedules, supplements, statements of work, exhibits, or appendices thereto, whether attached or incorporated by reference.
“Channel” means a Data Source whose data is derived from digital advertising platforms, analytics tools, or any other form of internet-related service.
“Confidential Information” means, with respect to Customers, Customer Data, marketing plans, business plans, and/or Customer financial information, and with respect to Adriel: (a) the Services and service offering terms, including, but not limited to, all (i) computer software, including both objects and source code, and related Documentation or specifications; (ii) techniques, concepts, methods, processes, and designs embodied in or relating to the Services; and (iii) application program interfaces, system security designs, and system architecture designs related to the Services; and (b) Adriel research and development products and service offerings, pricing, and availability. In addition to the foregoing, Confidential Information of either Adriel or Customer (the Party disclosing such information being the “Disclosing Party” and the Party receiving such information being the “Receiving Party”) may also include information which the Disclosing Party protects against unrestricted disclosure to others that (i) the Disclosing Party or its representatives designate as confidential at the time of disclosure or (ii) should reasonably be understood by the Receiving Party to be confidential given the nature of the information and the circumstances surrounding its disclosure.
“Customer” means the entity that has entered into the Agreement (i) by the execution of an Order that references these Terms of Service, (ii) by having started using the Services after signing up for them through Adriel’s website, or (iii) by any other legally binding method of acceptance of the Agreement.
“Customer Data” means any data that Customer imports to the Services from a Data Source or that is generated from such data as a result of their use of the Services.
“Effective Date” means the earlier of (i) the start date for the Services set out in the Order or (ii) date of the signing of the Order.
“Data Source” means a digital source from which Customer Data is imported to be used in the Service.
“Documentation” means Adriel’s technical and functional documentation for the Service that is current at the time that it is provided to users and that is made available to Customer.
“Order” means the written order form provided by Adriel, including a registration website if Customer is ordering a subscription for use of the Services online, which specifies the Adriel entity entering into the agreement, Customer entering into the agreement, pricing, subscription period, and other specific terms and conditions applicable to the Services.
“Other Data Sources” means a Data Source that is not a Channel.
“Parties” shall mean both Adriel and Customer.
“Party” shall mean either Adriel or Customer.
“Services” means the access to Adriel software provided as a service as described in the Order and Documentation or as provided by Adriel when the Customer has signed up for such access through Adriel’s website, subject to payment for use or during a free trial, including upgrades and updates thereto made available to the Customer pursuant to the Agreement.
“Subscription Period” means all periods during which the Customer may access the Services, including both paid and unpaid periods.
2. Use of the Service
2.1. Provision of the Services. Adriel shall make the Services available to Customer in accordance with the Order and during the subscription period, including both paid and unpaid periods, and hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to permit users to remotely access and use the Services solely for Customer’s own internal business purposes as permitted by and subject to the terms of the Agreement and the Documentation. Any charges from a Channel or Other Data Source shall be the responsibility of the Customer as part of the relationship between Customer and the third party imposing the charge.
2.2. Additional Data Sources. Upon Customer’s request and subject to Adriel’s confirmation, additional Data Sources may be added during the Subscription Period subject to the fees specified in the Order or as otherwise quoted by Adriel upon receipt of such request.
2.3. Restrictions. Customer may not: (i) license, sublicense, sell, lease, rent, or otherwise make the Services available to a third party; (ii) circumvent the security of or disclose the user authentication information used to access the Services or any host, network, or account related thereto; (iii) share non-public Services features or content with any third party; (iv) copy any ideas, features, functions, or graphics from the Services or translate, disassemble, decompile, reverse-engineer, or otherwise modify any parts of the Services; (v) infringe the intellectual property rights of any entity or person; (vi) interfere with or disrupt the Adriel software or Adriel systems used to provide or host the Services or other equipment and networks connected to the Services; (vii) access the Services in order to build a competing product or service; to build a product using similar ideas, features, functions, or graphics of the Services; or to copy any ideas, features, functions, or graphics of the Services; or (iix) use the Services in a way that does not comply with applicable law.
2.4. Changing or modifying the Services. Adriel may change or modify the Services at any time, including restricting the number of subaccounts that can access them. During the term, Adriel shall not materially diminish, reduce, or eliminate any of the core functionalities of the Services. Customer shall be automatically entitled, as a part of and limited to its existing Agreement, to any functionality that is, as reasonably determined by Adriel, a direct replacement of or succession to any functionality removed from or replaced in the Services without any payment of additional fees. For further clarification, Customer shall not be entitled to any functionality that is beyond the scope of an Order. If Adriel has materially diminished, reduced, or eliminated any core functionality in the Services and no equivalent functionality has otherwise been made available to the Customer, Customer may terminate the Agreement in accordance with Section 11.
2.5. Information Security. Adriel undertakes to use good industry practices for information security, such as implementing password protection, encryption, and firewall protection, logging, and monitoring when providing the Services.
3.1. Customers may choose to import data from Channels and Other Data Sources which could include personal data maintained by Adriel as part of the Services. Accordingly, Adriel may process personal data when providing the Services. Customer is or shall be regarded as in control of the processing of such personal data and Adriel is or shall be regarded as the processor of such personal data.
4.1. To access the Services, Customer must register an account by providing their email address and any optional personal information that they elect to associate with their account. Customer agrees to provide us with accurate, complete, and current registration information about themselves. It is Customer’s responsibility to ensure that their password remains confidential and secure. By registering, Customer agrees that they are fully responsible for all activities that occur under their username and password. Adriel may assume that any communications that it receives from Customer’s account have been made by Customer.
4.2. Customer is responsible for notifying us at [email protected] if they become aware of any unauthorized use of or access to their account. Customer understands and agrees that Adriel may require Customer to provide information that may be used to confirm their identity and help ensure the security of their account. Adriel will not be liable for any losses, damages, liabilities, expenses, or attorneys’ fees that Customer may incur as a result of someone else using their password or account, either with or without their knowledge or authorization and regardless of whether Customer has advised Adriel of such unauthorized use. Customer will be liable for losses, damages, expenses, and attorneys’ fees incurred by Adriel or a third party arising from the use of Customer’s account. If Customer wishes to delete their account, they may send an email request to Adriel at [email protected].
4.3. YouTube Account. By using the Service, the User acknowledges that Adriel uses YouTube’s API services. When importing data from the User’s YouTube account, the User acknowledges and consents to be bound by the YouTube Terms of Service.
4.5. Instagram Account. By using the Service, the User acknowledges and consents to be bound by the Instagram Lagal Terms.
5. Subscriptions and Payments
5.1. Free Trial. Subscriptions to the Services may begin with a period during which Customer uses the Services as agreed by Customer and Adriel for no charge (“Free Trial Period”). While Customer may not be required to enter their billing information in order to sign up for the Free Trial Period, Customer may provide such information at any point during the Free Trial Period. If Customer does so, they will not be charged until the Free Trial Period ends. If Customer has not provided billing information by the time the Free Trial Period ends, Customer will lose all access to the Services. If Customer does not upgrade their subscription by the time that the Free Trial Period ends, their access to the Services will be terminated.
5.2. Fees. Customer shall pay Adriel fees for use of the Services. Except as expressly set forth in the Order, the subscription to the Services cannot be canceled and all fees are non-refundable. Customer shall have no right to withhold or reduce fees under the Agreement or set off any amount against fees owed for alleged defects in the Services.
5.3. Billing period. Payment is due in advance of the start of each billing cycle and is non-refundable. The billing cycle starts on the day after the expiration of the Free Trial Period. There will be no refunds or credits for partial months of subscription to the Services, upgrades, downgrades, or for unused months except those mentioned above.
5.4. Payment. Customer shall pay Adriel the fees for the Services provided hereunder in the amount set forth in the Order by credit card or by credits purchased in advance. Without limiting any other rights or remedies, Adriel may charge interest on any amount not paid when due equal to the lesser of (i) 1.5% per month of the overdue amount or (ii) the highest lawful rate allowed by applicable law. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. In addition to any interest due under this section, Customer shall reimburse Adriel for any costs or expenses, including, but not limited to, any penalties, charges, and legal and other reasonable professional costs and expenses, incurred when collecting any amount that was not paid when due.
5.5. Taxes. All fees are exclusive of taxes, levies, and duties. Customer shall be responsible for the payment of all such taxes, levies, and duties, including value-added, withholding, or similar taxes. Adriel may calculate taxes based on the billing information Customer provides.
5.6. Fee increases. Adriel may increase the fees for the Services, which will be effective at the beginning of the next subscription period. Adriel will notify Customer of any increase prior to it becoming effective. Such notice may be in the form of an invoice. Customer acknowledges that expiration of any discount or incentive programs to which Customer was previously entitled does not constitute a fee increase.
5.7. Effects on non-payment. Adriel may suspend Customer’s access to the Services without advance notice if Customer fails to pay any amounts in full when due. Adriel will notify Customer of the reason for the suspension.
5.8. Subscription upgrades and downgrades. Customer may upgrade or downgrade their Subscription Plan to any other Subscription Plan that Adriel is offering at any time during their Agreement term. If Customer changes their Subscription Plan to a less expensive Subscription Plan (“downgrading their subscription”), Customer will be charged based on the downgraded Subscription Plan’s fee after their previous Subscription Plan ends. If Customer changes their Subscription Plan to a more expensive Subscription Plan (“upgrading their subscription”), their current Subscription Plan will be changed immediately and Customer will begin to be charged based on their upgraded Subscription Plan on a pro-rated basis for the remainder of the current billing period and then regularly for each subsequent billing period.
6. Intellectual Property
6.1. Subscription to the Services gives Customer access to materials, including software, designs, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork, other graphic materials, names, logos, trademarks, and service marks, which are derived in whole or in part from materials supplied by Adriel and which may be protected by copyrights, international treaty provisions, trademarks, service marks, and other intellectual property laws. Customer agrees to abide by all applicable copyright and other laws as well as any additional copyright notices or restrictions contained in the Services. Customer acknowledges that the Services have been developed, compiled, prepared, revised, selected, and arranged by Adriel. Customer agrees to protect the proprietary rights of Adriel and all others having rights over the Services during and after the Subscription Period. Customer agrees to notify Adriel immediately upon becoming aware of any claim that the Services 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 Services shall, as between Customer and Adriel, at all times be and remain the sole and exclusive property of Adriel.
6.2. Any unauthorized use of any material accessed through the Services may violate copyright laws, trademark laws, privacy laws, publicity laws, and communications laws. As part of Adriel’s intellectual property policy, Adriel will terminate Customer access to the Services if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of having committed infringing activities more than twice.
6.3. Customer shall own all rights, titles, and interest in and to any copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights over the Customer Data. Except for the limited rights expressly granted herein, the Agreement does not transfer from Customer any proprietary right or interest in the Customer Data. All rights regarding Customer Data not expressly granted to Adriel in the Agreement are reserved to Customer.
7. Customer’s responsibilities and obligations
7.1. Customer Data. Customer is solely responsible for the accuracy, quality, and integrity of the Customer Data that Customer submits through the Services or provides for input into the Services. Customer represents and warrants that it has collected and shall maintain and process all Customer Data in compliance with all applicable privacy and data protection laws. Customer is solely responsible for determining the suitability of the Services for their business purposes and complying with any laws and regulations applicable to the Customer Data and their use of the Services.
7.2. Use of Data. Customer hereby grants to Adriel a non-exclusive right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies, including, but not limited to, information concerning Customer Data and data derived therefrom. During and after the term of this Agreement, Adriel shall be free to (i) use such information and data to improve and enhance the Services and for developmental, diagnostic, and corrective purposes in connection with the Services and other offerings, subject to Section 5 and (ii) disclose such data solely in aggregated or other anonymized forms in connection with its business.
7.3. Customer Account. Customer shall designate an individual to be the point of contact with Adriel for managing and supporting Customer’s access to the Services and to be responsible for establishing and managing Customer’s use of the Services, including the creation of usernames and passwords to access Customer’s account. Customer is solely responsible for maintaining the status of its user base. Customer will safeguard all user authentication credentials in its possession or under its control. Customer is responsible for all activities that occur under its account, including, but not limited to, unauthorized access. Customer will notify Adriel immediately if they believe that an unauthorized third party may be using their account or if their account information has been lost or stolen.
7.4. User Data. When fulfilling its obligations under the Agreement, Adriel will collect and process information which is necessary to administer Customer’s access to and use of the Services, which may constitute personal data, such as email addresses, authentication credentials, and other data related to the use of the Services. Adriel will be the controller of and responsible for the processing activities mentioned in this section and Customer shall ensure that its users are duly informed that they may be subject to such processing and that they consent to it. Adriel’s privacy notice for its processing of personal data in its capacity as a controller is available at www.adriel.com.
7.5. Suspension. Adriel may, in addition to such other remedies as it may have, suspend Customer’s right to access or use any portion of the Services immediately without advance notice to Customer if Adriel determines that Customer’s or its users’ use of the Services (i) does not comply with the prohibitions described in Section 3.3, (ii) poses a security risk to the Services or any third party, (iii) may adversely impact the Services or the networks or data of any other Adriel service provider, customer, or business partner, (iv) does not comply with applicable law, (v) may subject Adriel or any third party to liability, or (vi) is a violation of the infrastructure provider’s acceptable use or similar policy. Adriel will notify Customer of the reason for such suspension and may terminate the Agreement if Customer fails to rectify such use within thirty (30) days from notification by Adriel.
8. Warranty Disclaimers
This section applies whether or not the Services are provided 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 SERVICE 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, ACCURACY OF DATA, AND THOSE ARISING BY STATUTE, FROM A COURSE OF DEALING, AND TRADE USAGE. ADRIEL DOES NOT GUARANTEE THAT THE SERVICES WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. IN NO EVENT SHALL ADRIEL BE LIABLE FOR ANY CLAIMS, DAMAGES, INCORRECT CHANNEL OPERATIONS, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE USE OF OR OTHER DEALINGS RELATED TO THE SERVICES.
THE SERVICES MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. CUSTOMER AGREES THAT ADRIEL WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO CUSTOMER OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS RELATED TO THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION, OR THE OVERLOAD OF ADRIEL’S OR OTHER SERVERS. ADRIEL DOES NOT WARRANT, ENDORSE, OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE(“adriel.com” or “app.adriel.com”) BY A THIRD PARTY.
ADRIEL DOES NOT WARRANT, ENDORSE, OR GUARANTEE ANY CONTENT THAT APPEARS IN CUSTOMER DATA THAT IS DERIVED FROM A DATA SOURCE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO AND DISCLAIMS ALL LIABILITY FOR ANY SUCH CONTENT.
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ADRIEL DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, OR STATEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, OR THE RESULTS TO BE DERIVED FROM THE USE OF OR INTEGRATION WITH THE SERVICES OR OTHER MATERIALS PROVIDED UNDER THE AGREEMENT, OR THAT THE OPERATION OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE.
9. Limitation of Liability
9.1. 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 CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES, 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 Customer.
9.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ADRIEL FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY CUSTOMER TO ADRIEL FOR USING THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO BRINGING CLAIMS FOR SUCH DAMAGES.
Customer agrees to defend, indemnify, and hold harmless Adriel, its affiliates, and their 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 attorneys’ fees, arising from (i) Customer’s use of or inability to use the Services, (ii) Customer’s user submissions, (iii) Customer’s interaction with any Site user, or (iv) Customer’s violation of these Terms and Conditions.
11. Term and Termination
11.1. Term. The term of the Agreement shall begin on the Effective Date and shall continue for the subscription period designated in the Order, including any renewals, or, if no subscription period is designated in the Order, until terminated by one of the Parties. If a subscription period is designated in the Order, the term will renew automatically on the last day of each subscription period for an additional period equal to the prior subscription period.
11.2. Termination for Cause. Adriel may terminate the Agreement, including, but not limited to, Customer’s access to the Services, without advance notice if Customer fails to pay applicable fees when due. Either Party may terminate the Agreement for any other material breach by the other Party via written notice, effective (30) days after such notice is received, unless the other Party cures the breach with the thirty (30)-day period.
11.3. Termination without Cause. Either Party may terminate the Agreement without cause by providing notice of termination in writing at least thirty (30) days prior to the end of the then-current subscription period.
11.4. Effects of Termination. Upon termination of the Agreement, Customer shall cease all use of the Services and delete, destroy, or return all copies of the Documentation in their possession or control.
11.5. Surviving Sections. The following provisions shall survive termination or expiration of the Agreement: (i) Section 2.3 Restrictions, (ii) Section 5 Subscriptions and Payments, (iii) Section 6 Intellectual Property, (iv) Section 8 Warranty Disclaimers, (v) Section 9 Limitation of Liability, (vi) Section 10 Indemnity, (vii) Section 11.5 Surviving Sections, (viii) Section 15 General, and (ix) any other provision of the Agreement that must survive for the Agreement to fulfil its essential purpose.
12. Independent Contractors
Customer and Adriel are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Customer and Adriel. Customer must not under any circumstances make or undertake any warranties, representations, commitments, or obligations on behalf of Adriel.
Any rights or licenses granted under these Terms may not be transferred or assigned by Customer but may be assigned by Adriel without restriction or notification to Customer.
Adriel reserves the right, at its sole discretion, to modify or replace these Terms at any time. Such change will be effective ten (10) days following the posting of the revised Terms on the Site. Customer’s continued use of the Site thereafter means that Customer accepts those changes.
Adriel reserves the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship between Customer and Adriel shall be governed by and construed in accordance with the laws of the country where Adriel is located without regard to its principles of conflict of laws. Customer agrees to submit to the personal and exclusive jurisdiction of the courts located in the city where Adriel’s headquarters is located 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 Customer 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.
CUSTOMER AGREES THAT ANY CAUSE OF ACTION THAT THEY MAY HAVE ARISEN OUT OF OR BE RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR OF THE CAUSE OF ACTION ARISING. OTHERWISE, CUSTOMER SHALL BE PERMANENTLY BARRED FROM RECOVERING FOR SUCH CAUSE OF ACTION.