This Terms of Service Agreement ("Agreement") is a legally binding agreement between you ("the user" or "you") and Adzy ("Company" or "we" or "us") governing your use of the Adzy software platform ("Platform"). By accessing or using the Platform, you agree to be bound by the terms and conditions of this Agreement. If you do not agree with these terms and conditions, you must not use the Platform.
You are responsible for ensuring that all persons who access our Platform using your subscription are aware of these terms of use and other applicable terms and conditions, and that they comply with them. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OF SERVICE, YOU MUST NOT PROCEED AND MAY NOT USE THE SERVICE
Adzy is the trading name of Enigma Innovations Group Limited registered in England & Wales, registration number 10940006 whose registered company address is Gemma House, 39 Lilestone Street, LONDON NW8 8SS.
Definitions and Construction
Ad Credits: Refers to the credits allocated to each subscription Plan that are consumed upon purchasing ads on the Platform.
Direct Ad Upload: Refers to a feature within certain Plans that allow the user to upload their Completed Ads to a supported Advertising Platform such as Facebook or Instagram.
Ad Placement: Refers to the placement and optimisation by the Adzy system of Completed Ads on a supported Advertising Platform.
Advertising Platform: Third party social media or other website that allows paid for advertising such as Facebook or Instagram
Advertising Platform Account: Your user account on an Advertising Platform
Completed Ad: Refers to an ad that the user Purchases.
Data Protection Legislation: Means, for such time as they are in force in England and Wales, the Data Protection Act 2018, the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individual’s rights in their personal data and the protection of their privacy
Free Trial Plan: A Plan that is free of charge during a trial period of time which may have limited access to features.
Intellectual Property Rights Means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.
Personal Data Has the meaning set out in Article 4(1) of the UK GDPR, and for the purposes of this Agreement means Personal Data provided by one party to this Agreement to the other.
Plan: Refers to the various subscription options available on the Platform, which offer different features, benefits, and resource allocations to users. Each Plan may have specific pricing, limitations, and offerings, such as the number of users, allocated Ad Credits, available features, and support levels. Users can select a Plan that best suits their needs and requirements for utilizing the Platform's services and functionalities.
Platform: Refers to the Adzy web and mobile applications and associated software provided by Adzy, which includes the web-based interface, tools, features, and functionalities that allow users to view, select, modify, and create Completed Ads. It also encompasses the capabilities to manage the placement and optimization of ads on supported advertising platforms, as well as the ability to Purchase Completed Ads, access subscription Plans, and utilize the platform's resources and services for advertising purposes.
Purchase: Refers to the act of acquiring a Completed Ad using Ad Credits on the Platform
Services: Means the services provided through the Platform.
Your User Information: Means all information processed by us or otherwise provided to us pursuant hereto (including any Personal Data) When the Platform is used to place Completed Ads on Advertising Platforms, Your User Information shall include additional information including budget, timing and optimisation parameters and campaign objectives.
The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.
Unless the context otherwise so requires:
(i) references to you and us include our permitted successors and assigns;
(ii) references to statutory provisions include those statutory provisions as amended or re-enacted;
(iii) references to any gender include all genders;
(iv) words in the singular include the plural and in the plural include the singular.
(v) In the event of any conflict between the terms and conditions of this Agreement and any provision of any schedule, the terms and conditions of this Agreement shall prevail.
1.1. Account Creation: To access and use the Platform, you are required to create an account. During the registration process, you agree to provide precise and comprehensive information. It is your responsibility to promptly update your account details within the Platform if there are any changes.
1.2. Account Assignment: When registering for an account on Adzy, you will be automatically assigned to the Free Trial Plan. The number of Ad Credits and duration of the Trial Plan are specified on the Adzy website at the time of registration (Free Trial Period).
1.3 No Charges or Payments: During the Free Trial Period, you will have access to the features specified in the Free Trial Plan on Adzy’s Website. It's important to note that while the Free Trial Plan provides the ability to create Completed Ads using Ad Credits, no actual charges or payments will be incurred during the trial period. The defined term Purchase in this context refers to the act of acquiring an ad using Ad Credits.
1.4 Ad Creation & Licence: Despite no financial transaction occurring during the Free Trial Period, the grant of licences and all associated terms and obligations under this Agreement still apply.
1.5. You are responsible for maintaining the confidentiality of your account login details and ensuring the security of your account. You must not share your account login details, including usernames and passwords, with any third party.
1.6. You agree that you will be solely responsible for all activities that occur under your account, whether or not authorized by you. Any unauthorized use or access to your account should be reported to us immediately.
1.7. The Company reserves the right to suspend or terminate your account if it is determined that you have shared your account login details in violation of this Agreement.
2.1. The Platform is provided on an "as is" and "as available" basis. We do not guarantee uninterrupted or error-free access to the Platform and reserve the right to modify, suspend, or discontinue the Platform at any time without notice. We shall exercise reasonable care and skill in the provision of the Services to you.
2.2 You agree that your use of the Platform is non-exclusive, not transferable and not sub-licensable. you shall not permit or purport to transfer the licence to any third party (nor offer the Platform on a bureau basis unless your Plan so allows.)
2.3. You agree to use the Platform only for the purposes for which it is held-out and which are lawful and in compliance with all applicable laws and regulations.
2.4. You shall not:
a. Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Platform.
b. Attempt to gain unauthorized access to any portion of the Platform, other accounts, computer systems, or networks connected to the Platform.
c. Use any automated means or interface not provided by us to access the Platform or extract data from the Platform.
2.5 You accept that you shall in no circumstances be permitted to:
a. reproduce, edit, create derivative works of, sell or in any way commercially exploit any part or aspect of the Platform;
b. outsource the Platform provided under this Agreement to third parties;
c. attempt to obtain, or assist third parties in obtaining access to the Platform
d. attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the software (including any underlying software or any part of it) that is used to provide the Platform, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
e. to observe, study or test the functioning of the Platform (including any underlying software or any part of it) except and only to the extent that such restriction is prohibited pursuant to section 50BA of the Copyright, Designs and Patents Act 1988.
2.6. We may monitor your use of the Platform to ensure compliance with this Agreement. We reserve the right to suspend or terminate your access to the Platform if we suspect any violation of this Agreement.
3.1.Subscription Plans:At the end of the Free Trial Period, you must subscribe to a paid Plan to continue using the Platform. Adzy offers several subscription Plans, which are publicised on our website and in the Adzy application. Plan details, including but not limited to prices and features, may be changed by Adzy from time to time. If such a change affects the Plan to which you have subscribed, Adzy will notify you by email in advance of the changes to be made and the timing thereof. Subscription fees are paid in advance of the Subscription Period.
3.2. Subscription Period: Subscriptions can be on a monthly or annual recurring basis. Ad Credits must be consumed within the relevant subscription period. Unused Ad Credits at the end of the subscription period do not carry forward.
3.3. Payment by Credit Card: When subscribing to a paid Plan, you are required to provide credit card details for payment authorization at the time of subscription. By subscribing, you additionally authorize Adzy to collect future payments each month or year, as determined by the Plan to which you have subscribed.
3.4. Recurring Payments: The subscription fee for the chosen Plan will be automatically charged to your credit card on a recurring basis, unless you cancel your subscription in accordance with the terms outlined in this Agreement. Subscription fees may be subject to local or national sales taxes and any such taxes will be added to the subscription amount.
3.5 Credit Card Changes: You have the ability to change your credit card details at any time by accessing your account settings on the Adzy platform. It is your responsibility to ensure that the provided credit card information is accurate and up to date.
3.6. Payment Currency: All subscription fees shall be payable in GBP and are non-cancellable and non-refundable.
3.7. Sales tax, VAT, and GST compliance (Sales Taxes): Plan pricing on our website is quoted net of any Sales Taxes. However, when a user subscribes to a Plan, Sales Taxes may be added in accordance with relevant legislation in the jurisdiction in which the subscriber resides. Users will be responsible for paying such Sales Taxes which will be incorporated into the Plan price quoted during the subscription process.
3.8 Security: Adzy does not store credit card details. Your credit card information is securely processed and stored by a third-party payment processor in accordance with industry standards and applicable data protection laws.
3.9. Subscription Changes: You have the flexibility to upgrade or downgrade your subscription Plan at any time. When changing Plans, your billing period restarts, and any unused Ad Credits are not carried forward. Adzy does not offer refunds for partially used subscriptions. It is recommended that you consume your full allocation of Ad Credits prior to changing your Plan.
3.10. Subscription Cancellation: You may cancel your subscription at any time. Upon cancellation, your account will remain accessible for a period of days specified by Adzy at the time of cancellation. However, you will be unable to create new ads unless you re-subscribe. Your obligations in respect of purchased ads, Completed Ads, the elements of Completed Ads, and the use of content viewed while browsing the ad serves will continue as per the terms of this Agreement during and after cancellation.
3.11. Delete Account: You have the option to request the deletion of your account. After confirmation, all information including Completed Ads, but excluding any information which we are required in law to keep, will be deleted. However, your obligations under this Agreement will remain in effect even after the deletion of your account.
4.1.1. By using the Platform, you have the ability to view, select, modify and place Completed Ads using the provided tools and features as specified in your selected Plan. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable license to use the Platform's tools and features to create Completed Ads and to display, select, modify, purchase, download and upload the Completed Ads directly to Advertising Platforms (subject to the features of your selected Plan).
4.1.2. This licence also allows you to display, select, modify, and manipulate work in progress images, copy, design and advertisements solely for the purpose of developing a Completed Ad. The licence does not permit you to use images, copy, design and advertisements until they or any of them become Completed Ads. FOR THE AVOIDANCE OF DOUBT, copying images, copy or advertisements is a breach of this licence. The images and advertisements shall contain a watermark and any and all attempts to remove or otherwise obscure the watermark shall breach this Agreement, put us in breach of our agreements with our licensors and entitle us to damages.
4.1.3 The licence granted to you for using the Platform is solely for your own use and for the purpose of creating and placing Completed Ads. This licence does not grant you the right to reproduce, distribute, create derivative works of, publicly display, or perform the Completed Ads.
4.1.4. The licence for using the Platform is non-transferable and may not be sublicensed or assigned to any third party without the prior written consent of the Company.
4.2.1 When you Purchase a Completed Ad on the Platform, the Company grants you a limited, non-exclusive, non-transferable license to use the Completed Ad for the following specified purposes:
a. Online advertising,
b. Social media advertising,
c. Mobile advertising,
d. Television advertising,
e. Online media advertising, and
f. "Out-of-Home" advertising campaigns using digital reproductions.
4.2.2. The licence for the Completed Ads is non-transferable and may not be sublicensed or assigned to any third party without the prior written consent of the Company.
4.2.3. Further the licence for Completed Ads excludes the right to use the Ads for resale purposes. You may not sell, sublicense, or otherwise distribute Completed Ads, or any of the elements that make up the Completed Ad, to third parties for commercial gain without the prior written consent of the Company.
4.3.1. Where your Plan allows, you are granted a limited, non-exclusive, non-transferable licence to use the Platform's tools and features to manage the placement and optimization of the Completed Ads on advertising platforms supported by Adzy, such as Facebook. This licence is granted solely for the purpose of placing, optimizing and managing Ads within the supported advertising platforms in accordance with the features and functionalities provided by the Platform and your Plan.
5.1. Use of Adzy Content: You acknowledge and agree that the individual elements comprising the Completed Ads, such as images and ad copy, are intended to be used within the context of the Completed Ads. Except for testing and optimization purposes directly related to the Completed Ads, you are not permitted to use the individual elements of the Completed Ads in isolation or for any other purpose, including extraction or separate utilization of the elements outside of their intended context.
5.2. Use of the Platform: Furthermore, during the browsing and selection process within the Platform, you acknowledge that the purpose is to browse, select, and refine your preferred advertisements. The ad serving within the Platform is designed to provide a range of options for your consideration and to tailor subsequent ad presentations based on your preferences and requirements and not for any other purpose.
5.3. Fair Use: You understand and agree that the browsing and selection process is subject to any applicable fair use policy implemented by the Company. The fair use policy aims to prevent abuse of the system, unauthorized extraction of ad ideas or ad copy, and misuse of the Platform. The specific terms, limitations, and restrictions associated with ad serving, including the number of serves permitted within a certain time period, is outlined in the fair use policy.
5.4. You acknowledge that the Completed Ads available through the Platform may be subject to Intellectual Property Rights and other proprietary rights. You agree to use the Platform and the Completed Ads solely in accordance with the terms of this Agreement and any additional restrictions or instructions provided by the Company.
5.5. Advertising Platform Terms: Please note that the placement and optimization of Completed Ads on Advertising Platforms (such as Facebook,) are subject to the terms and conditions set forth by those Advertising Platforms. You are responsible for complying with the respective terms and conditions of the Advertising Platforms when you choose to place your Completed Ads on them whether directly or through the Adzy Platform. The Company does not assume any liability or responsibility for any breach of such terms and conditions.
6.1. The fair use policy governs the use of the Platform's ad serving features and is designed to prevent abuse, unauthorized extraction of ad ideas or ad copy, and misuse of the Platform.
6.2 The fair use policy may include, but is not limited to, the following terms, limitations, and restrictions:
a. Limitations on the number of ad serves or presentations within a specified time period to ensure reasonable usage and prevent excessive browsing or extraction of ad content.
b. Prohibition of automated scraping or extraction of ad content for purposes unrelated to the intended use of the Platform.
c. Restrictions on using the Platform solely as an educational tool and emphasizing that the primary purpose is to create Completed Ads for advertising campaigns.
d. Guidelines regarding the appropriate use of ad elements, such as images and ad copy, solely within the context of the Completed Ads and for the intended advertising purposes.
e. Clarification that unauthorized use of ad elements in isolation or for purposes unrelated to the Completed Ads is strictly prohibited.
f. Reserving the right for the Company to monitor usage patterns, implement safeguards, and take appropriate action to enforce the fair use policy.
6.3. By using the Platform, you agree to comply with the fair use policy and understand that failure to adhere to its terms may result in restrictions on your access to the Platform or termination of your account, as determined by the Company.
6.4. The fair use policy is subject to updates or modifications at the Company's discretion. Any changes will be effective upon posting the updated policy on the Platform or other means of notification.
7.1. Performance Data Access: By using Adzy's Services, the user grants Adzy permission to connect to their accounts on the advertising platforms they use to publish ads created on Adzy. This permission allows Adzy to access and view performance data related to the ads placed on the advertising platforms, and no modifications, changes, or actions will be performed within the user's accounts unless the user has opted for a Plan which includes Direct Ad Upload or Ad Placement.
7.2. Purpose of Access: Adzy will use the permission granted to access the user's advertising platform accounts to use and analyse performance data for the following:
a.. To improve the efficacy and performance of its algorithms and software. By analysing the performance data, Adzy can gain insights that contribute to enhancing the overall advertising experience for its customers, including the user.
b. For publicity purposes such as showcasing examples of successful advertising campaigns or industry benchmarks. This use is intended to promote Adzy's Services and demonstrate its capabilities to potential customers.
7.5. Opt-out Option: While granting permission is beneficial for the improvement of Adzy's algorithms and software, the user retains the right to decline or revoke this permission at any time. However, the user acknowledges that opting out of granting access to their advertising platform accounts may limit Adzy's ability to enhance or promote the customers products and services and may impact the overall optimization and performance of their Completed Ads.
7.6. Benefit Statement: The user recognizes that by granting permission to access their advertising platform accounts and analyse performance data, they contribute to the ongoing improvement of Adzy's algorithms and software, which ultimately leads to more effective ad placements and better results for customers, including the user.
8.1. Access Grant: For certain Plans that provide Direct Ad Upload or Ad
Placement, the user acknowledges and agrees to grant Adzy access to their
Advertising Platform Account for the following purposes:
a. Viewing and editing ads within the Advertising Platform Account.
b. Setting up ads including using the payment method associated with the Advertising Platform Account.
c. Viewing ad performance data and accessing reports related to the uploaded ads.
d. Managing the audiences, placement and optimization of ads on the Advertising Platform when the user utilizes Adzy for ad placement purposes.
8.2. No Opt-out: When the user utilises the Direct Ad Upload or Ad Placement features, the opt-out option described in clause 6.5 is no longer applicable.
8.3. Responsibility for Compliance: The user acknowledges and agrees that they are responsible for complying with the Advertising Platform's terms of service, usage policies, and guidelines. Any actions or changes made by Adzy on the Advertising Platforms will be done on the user's behalf and under their Advertising Platform Account.
8.4 The Platform enables you to access the content of, correspond with, and procure products and services from Advertising Platforms and you do so solely at your own risk on the Advertising Platform’s terms of business. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Advertising Platform, or any transactions completed, and any contract entered into by you, with any such Advertising Platform.
8.5. Termination of Access: The user has the right to revoke Adzy's access to their Advertising Platform Accounts at any time. Upon termination of the user's access grant, Adzy will no longer have the ability to view, edit, or manage ads within the Advertising Platform Accounts. The termination of access does not automatically cancel the user's Adzy subscription, and the user is responsible for separately cancelling their subscription if desired.
8.6. Termination during active placement: If the user terminates access while Adzy is in the process of managing the placement and optimization of ads, the state of their advertising campaign may become indeterminate, and Adzy shall not be held responsible for any consequences resulting from such termination. It is recommended that the user turns off active placements in Adzy before terminating access to ensure proper campaign management.
9.1. When Adzy places Completed Ads on behalf of the user on their specified advertising platforms, Adzy will use reasonable commercial endeavours, utilizing its automated system, to optimize and maximize the effectiveness and performance of the Completed Ads. However, Adzy does not guarantee or warrant any specific outcomes, results, or performance criteria for the Completed Ads.
9.2. Disclaimer of Guarantees: Adzy expressly disclaims any guarantees, representations, or warranties regarding the outcomes, conversions, click-through rates, engagement levels, or any other performance metrics associated with the Completed Ads placed on Advertising Platforms.
9.3. User's Understanding: The user acknowledges and understands that the performance of Completed Ads can be influenced by various factors beyond Adzy's control, including but not limited to the targeting criteria, competition, market conditions, ad budget, user behaviour, and changes in Advertising Platform algorithms.
9.4. Premium Ads: Premium Ads are Completed Ads that use more Ad Credits to place. A Completed Ad may be designated as a Premium Ad because the underlying content is more costly, the Completed Ad is more effective or for other reasons. Premium Ads are not guaranteed to perform in any particular way and no warranty is made in relation to the efficacy of a Premium Ad for any specific purpose or any purpose.
9.5 User's Responsibilities: The user is solely responsible for monitoring and assessing the performance and effectiveness of the Completed Ads placed through Adzy's automated system. Adzy will provide reports and analytics to assist the user in evaluating the Completed Ad performance. However, the user shall bear the ultimate responsibility for interpreting and making decisions based on the provided reports, determining subsequent actions, and implementing any changes or optimizations to their advertising campaigns.
9.6. Recommendations and Efficacy: Adzy may provide recommendations or suggestions based on the performance data and analytics. The user acknowledges that any recommendations made by Adzy are provided as general guidance and do not guarantee the efficacy, outcomes, or performance of the recommended actions. The user retains full discretion and responsibility for implementing or disregarding any recommendations provided by Adzy.
9.7. Limitation of Liability: Adzy shall not be held liable for any, indirect, incidental, consequential, or special damages, including but not limited to any loss of profits, arising from the outcomes or performance of the Completed Ads placed on advertising platforms, regardless of whether such damages were foreseeable or not.
9.8 To the extent that losses are not excluded by clause 9.7 or otherwise, our total aggregate liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the subscription charges actually paid by you during the 12 month period immediately prior to the first event which gave rise to your right to bring a claim against us.
9.9 The exclusions in clauses 9.7 and 9.8 shall apply to the fullest extent permitted at law but we do not exclude liability for:
a. death or personal injury caused by our negligence, or the negligence of our officers, employees, contractors or agents;
b. fraud or fraudulent misrepresentation; or
c. any other liability which cannot be excluded by law.
10.1. The user acknowledges that Advertising Platforms may have specific requirements, content policies, and guidelines that must be followed when placing Completed Ads.
10.2. Adzy will use reasonable care and skill to comply with the specifications, usage policies, and guidelines of Advertising Platforms when placing ads on behalf of the user.
10.3. Unless negligent, Adzy shall not be held responsible for any consequences or liabilities arising from non-compliance with the terms, policies, or guidelines of Advertising Platforms.
10.4. The user agrees to indemnify and hold Adzy harmless from any claims, damages, losses, or liabilities resulting from their failure to comply with the terms, policies, or guidelines of Advertising Platforms, to the extent that such non-compliance is attributable to the user's actions or omissions.
11.1 Uploading your own images: It is a feature of certain Plans that you can upload your own image for use in advertisements created by Adzy (Own Image). In relation to Own Images, you acknowledge and agree to the following:
11.2. Ownership and Rights: You represent and warrant that you either own the Own Image or have obtained all necessary rights, licenses, permissions, and consents to use the Own Image for advertising purposes. You further acknowledge that you are solely responsible for ensuring compliance with all terms and conditions and applicable laws (including intellectual property laws,) in relation to the use of the Own Image.
11.3 Indemnification: You agree to indemnify and hold us, our officers, directors, employees, and affiliates harmless from any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees) arising out of or in connection with any breach of ownership or infringement of intellectual property rights regarding an Own Image.
11.4 Cooperation: In the event of any claim or allegation of ownership infringement related to an Own Image, you agree to promptly cooperate with us in the investigation, defence, and resolution of such claim. This includes providing any relevant documentation or information to assist us in addressing the claim effectively.
11.5. Removal of Infringing Content: We reserve the right, at our sole discretion, to remove any image that we reasonably believe infringes upon the intellectual property rights of others. We may take such action without prior notice and without assuming any liability towards you or any third party.
11.6. Marketing Usage: By uploading an Own Image to Adzy, you grant us a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute the Completed Ads containing such Own Image for marketing and promotional purposes related to the Platform. This includes, but is not limited to, displaying the Completed Ads on our website, social media channels, marketing materials, and other promotional platforms. This license is granted for the duration of your use of our Platform.
11.7. You acknowledge that the Completed Ads containing an Own Image may be publicly displayed and shared for marketing purposes as described above, without any compensation or further consent required from you. However, we will make reasonable efforts to ensure that the Completed Ads are used in a manner that respects your rights and the integrity of the content.
12.1. Model Release: If an Own Image contains recognizable individuals, you represent and warrant that you have obtained all necessary releases from those individuals. Where models have been used, it is industry practice for the model to use a release form. Each release must grant you the right to use the individual’s likeness for advertising purposes and any other related activities. You agree to provide us with copies of such releases upon our request.
12.2. Property Release: If an Own Image features identifiable historic buildings or private properties, you represent and warrant that you have obtained any required permissions, licenses, or releases from the relevant property owners or authorities. Each release must grant you the right to use the image of the property for advertising purposes and any other related activities. You agree to provide us with copies of such releases upon our request.
12.3. Child Consent: If an Own Image includes images of children under the age of 18, you represent and warrant that you have obtained verifiable consent from their parent or legal guardian, allowing the use of the child's likeness for advertising purposes and any other related activities. You agree to provide us with evidence of such consent upon our request.
12.4. Indemnification: You agree to indemnify and hold us, our officers, directors, employees, and affiliates harmless from any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees) arising out of or in connection with any failure to obtain consents or releases in relation to your use of Own Images.
13.1. User-Inserted Ad Copy and Textual Content: The Platform may allow you to insert your own ad copy and textual content ( User Generated Content) to work in progress ads generated by the Platform. By utilizing this feature, you acknowledge and agree to the following terms and conditions:
13.2. Prohibited Content: You agree that the uploading of pornographic, obscene, defamatory, infringing, or otherwise unlawful User Generated Content to the Platform is strictly prohibited. You shall not include any User Generated Content that violates applicable laws, regulations, or third-party rights.
13.3. Copyright Warranty: By using the Platform to insert User Generated Content, you warrant and represent that you have the necessary rights, licenses, permissions, and consents to use and include it in the Completed Ads. You further warrant that User Generated Content does not infringe upon any intellectual property rights, including but not limited to copyrights, trademarks, or proprietary rights of third parties.
13.4. Indemnification: You agree to indemnify and hold us, our officers, directors, employees, and affiliates harmless from any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with any alleged or actual infringement of copyright or any other intellectual property rights resulting from the use of User Generated Content included in the Completed Ads.
13.5. Cooperation: In the event of any claim or allegation of copyright or intellectual property infringement related to User Generated Content in Completed Ads, you agree to promptly cooperate with us in the investigation, defence, and resolution of such claim. This includes providing any relevant documentation or information to assist us in addressing the claim effectively.
14.1. Ad Copy Creation: The Platform generates advertising copy for your use based Your User Information provided. We warrant that we have used reasonable care and skill to ensure that Completed Ad copy does not infringe upon any trademarks, copyrights, or intellectual property rights of third parties.
14.2. User Responsibility: You acknowledge that the use of the advertising copy generated by the Platform is at your own risk. It is your responsibility to review and verify the compliance of the generated ad copy with applicable laws, including trademark, copyright, and intellectual property laws, before confirming a work in progress is a Completed Ad.
14.3. Indemnification: You agree to indemnify and hold us, our officers, directors, employees, and affiliates harmless from any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees) arising out of or in connection with any alleged or actual breach of trademark, copyright, or intellectual property rights resulting from the use of the advertising copy generated by the Platform.
14.4. Cooperation: In the event of any claim or allegation of trademark, copyright, or intellectual property infringement related to the advertising copy generated by the Platform and used by you, you agree to promptly cooperate with us in the investigation, defence, and resolution of such claim. This includes providing any relevant documentation or information to assist us in addressing the claim effectively.
15.1 Without prejudice to your rights in your own materials, Your User Information and the licence of the Completed Ads, we jointly agree that you shall not acquire any Intellectual Property Rights whatsoever in respect of the Platform.
15.2 You hereby grant to us a non-exclusive, royalty-free, world-wide licence during the term to use, copy, reproduce, and manipulate Your User Information provided by you or resulting from the Services for the provision of the Services to you and a non-exclusive, royalty-free, world-wide licence during the term to use, reproduce and display your trademarks for the purposes of using the trademarks for the provision of the Services and for our marketing purposes.
16.1 You hereby warrant and undertake that:
a. Your User Information (and therefore the Completed Ads) do not incorporate any material that infringes the Intellectual Property Rights of any third party, including any right of confidentiality or privacy, nor is it misleading or otherwise non-compliant with laws and regulations applicable to your profession, business or industry; and
b. Your User Information shall be free from viruses or Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code that are designed or intended to disrupt, damage or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorised access to any data or other information in the possession of any third party.
16.2 You shall provide us with:
a. all necessary co-operation in relation to this Agreement including where required authority to, and access to Advertising Platform Accounts; and
b. all necessary access to such information as may be required by us in order to provide the Services.
16.3 In the event of any breach of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, we will have the right to suspend immediately any related Services if deemed reasonably necessary by us to protect our proper interests or our other users. If practicable and depending on the nature of the breach, we may (in our absolute discretion) give you an opportunity to cure such breach. In such case once you have cured the breach, we will promptly restore the Services.
17.1. We jointly agree for the purposes of the Data Protection Legislation that we shall be independent Data Controllers in respect of any Personal Data which is transferred from you to us in accordance with this Agreement.
17.2. We shall each ensure that our processing of Personal Data is fair and lawful. We shall each ensure that we have a lawful basis under the Data Protection Legislation for the processing of Personal Data.
17.3. You warrant and undertake that you are entitled to provide the Personal Data to us and you will ensure that the Personal Data is accurate.
17.4. We warrant to each other that in respect of Personal Data, we shall:
a. process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments that apply to Personal Data processing operations
b. ensure that we provide clear and sufficient information to the Data Subjects, in accordance with the Data Protection Legislation, of the purposes for which we will process their Personal Data, the legal basis for such purposes and such other information as is required by the Data Protection Legislation
c. provide such assistance as is reasonably required to enable the other party to comply with Data Subject requests within the time limits imposed by the Data Protection Legislation
d. promptly respond within and as far as reasonably possible to enquiries from the regulator in relation to the Personal Data.
17.5. We each undertake to have in place throughout the Term appropriate technical and organisational security measures to prevent:
a. unauthorised or unlawful processing of Personal Data; and
b. the accidental loss or destruction of, or damage to Personal Data
17.6. We each undertake to have in place throughout the term a level of security appropriate to:
a. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
b. the nature of Personal Data to be protected.
17.7. We shall each comply with our obligations to report a Personal Data Breach to the Information Commissioner and (where applicable) Data Subjects under the Data Protection Legislation and shall each inform the other party of any Personal Data breach irrespective of whether there is a requirement to notify the Information Commissioner or any Supervisory Authority or Data Subject(s).
17.8. We agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data breach in an expeditious and compliant manner.
18.1. This Agreement shall remain in effect from the date of account registration and continue until either party terminates the Agreement in accordance with its terms.
18.2. If the user cancels their subscription, the Agreement remains in effect until the end of the then current subscription period. During this time, the user will retain access to the Platform in accordance with these terms. The user acknowledges that some of its obligations under this Agreement will continue to apply even after the cancellation of their subscription.
18.3. The user has the option to request the deletion of their account. Upon confirmation of the account deletion request, the Agreement terminates, and the user's access to the Platform and associated Services will be permanently revoked. However, the user acknowledges that some of its obligations under this Agreement will continue to apply even after the termination of the Agreement. Such obligations include but are not limited to:
a. Obligations in respect of purchased ads, Completed Ads, and the use of content viewed during the usage of the Platform.
b. Indemnification obligations.
c. Intellectual property rights and confidentiality provisions.
d. Any other provisions explicitly stated to survive termination.
19.1. Breach of Advertising Standards: The user agrees to indemnify and hold Adzy and its affiliates, officers, directors, employees, and agents harmless from any claims, damages, losses, or liabilities arising out of or in connection with any breach of advertising standards, regulations, or guidelines, whether or not attributable to the fault of Adzy. The user shall be solely responsible for ensuring compliance with applicable advertising standards and shall indemnify Adzy for any costs, expenses, or damages incurred as a result of such claims.
19.2. Breach of Decency Laws: The user further agrees to indemnify and hold Adzy and its affiliates, officers, directors, employees, and agents harmless from any claims, damages, losses, or liabilities arising out of or in connection with any breach of decency laws, regulations, or guidelines related to the content or nature of the Completed Ads created through the Adzy platform. The user shall be solely responsible for ensuring compliance with applicable decency laws and shall indemnify Adzy for any costs, expenses, or damages incurred as a result of such claims.
19.3. The user acknowledges that Adzy provides a platform for creating and managing ads but does not exercise control over the specific content and nature of the ads created by the user. The user agrees to assume full responsibility for the compliance of their Completed Ads with advertising standards and decency laws, and Adzy shall not be held liable for any breaches thereof.
20. Prohibition on Incorporating Adzy Content into Other Products or
Services:
20.1. The user agrees not to incorporate any content created through the
Adzy platform, including Completed Ads or elements of those ads, into
another product or service, whether published online or offline, without
prior written consent from Adzy. This prohibition includes but is not
limited to incorporating the content into websites, applications, software,
publications, or any other product or service.
21.1. Neither party shall be liable for any breach of its obligations in this Agreement, except in respect of payment, resulting from causes beyond the reasonable control of the party in default (or its sub‑contractors) including but not limited to acts of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute (except involving a party’s own employees), pandemic or epidemic, illness, flood, fire or tempest (an “Event of Force Majeure”). Any time limit or estimate for a party to perform any act hereunder shall be suspended during an Event of Force Majeure.
21.2. Each of the parties agrees to give prompt notice to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
23.1 To us: any notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class recorded post to our registered office address or by email to team@adzy.co with the subject line “Legal Notice” (such email notice to be confirmed by delivery or read receipt).
23.2 To you: any notice, request, instruction or other document to be given hereunder shall be delivered or sent by email (such email notice to be confirmed by delivery or read receipt) to your email address used as login to the Services.
24.1 We are permitted to make announcements or information concerning this Agreement available in any advertising publicity promotional or other marketing activities without your prior written consent.
24.2 You shall not make an announcement or disclose information concerning this Agreement or any ancillary matter in any advertising publicity promotion or other marketing activity without our prior written consent.
Except for the payments specifically agreed in this Agreement, each party is responsible for its legal and other costs in relation to the preparation and performance of this Agreement.
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
27.1 Subject to Clause 27.2, this written Agreement constitutes the entire agreement between the parties hereto relating to the subject matter. Nothing in this Clause 27.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation.
27.2 No change, alteration or modification to this Agreement by you shall be binding upon Adzy unless Adzy confirms such change, alternation of modification in writing.
27.3 No change, alteration or modification to this Agreement by Adzy shall be binding upon you unless you receive notice of the change in writing no less than 30 days before the effective date of the change and you continue to use the Services after the effective date of the change.
The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.
26.1 You shall not be entitled to assign this Agreement nor all or any of its rights and obligations hereunder without our prior written consent, such consent not to be unreasonably withheld.
26.2 We shall be entitled to assign this Agreement or all or any of its rights and obligations hereunder.
We shall be entitled to sub‑contract the whole or any part of our obligations hereunder to any third party but shall remain liable as if we were performing the Services ourselves.
32.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
32.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement.