Terms and Conditions of use of Ad-Pure Platform

These terms and conditions (“Terms”) govern the provision of the services (“Services”) of the Ad-Pure Platform (online at http://www.ad-pure.com/ ) by Adpure Marketing S.L., and use of those Services by its users (“you” or “user/s”) Agreement.

Use of the Ad-Pure Platform indicates that you agree to be bound by these Terms. Breach of any part of the Terms may result in suspension or termination of your Ad-Pure Plan and access to the Ad-Pure Platform. You represent and warrant that you are fully able and authorised to enter into these terms for yourself or on behalf of the legal entity that you represent.
Privacy policy. Our privacy policy is part of these Terms and is set out at the following page: Privacy Policy.

Entire Agreement. Our Legal Notice, and the Prices set out online and other main characteristics of the specific Ad-Pure Plan contracted by you are part these Terms and are set out at the following pages
• Legal Notice
• Ad-Pure Plans.

If there is any contradiction between these Terms and our Legal Notice, these Terms shall prevail.

If there is any contradiction between these Terms and Ad-Pure Plans, Ad-Pure Plan shall prevail.

1. Parties: Ad-Pure and you

Ad-Pure. Adpure Marketing S.L. (“Ad-Pure” or “we/us”) has registered offices at C/ Bailén, 11 , 08013 Barcelona) and its Corporate Tax Number is B66275090.

You: (a) the person entering his/her details in the Ad-Pure online subscription and account creation process (or offline contract), for yourself or on behalf of the legal entity you represent and (b) that legal entity represented by You.

2. Purpose and definitions

Purpose. The Purpose of these Terms is regulate the conditions of provision of our Services and use of the Ad-Pure Platform when you contract any Ad-Pure Plan, including any free trial.

For the purpose of these Terms, the following terms are defined as follows:

• Ad-Pure Platform. A platform for optimizing online campaigns provided by Ad-Pure at ………
• Ad-Pure Plan. The specific scope and commercial terms between Ad-Pure and you setting out the scope and price of your use of our Services (either for free, free trial or for payment), either online or by other form of contract with Ad-Pure (in each case, an “Order”). Contracting an Ad-Pure Plan entails agreeing to with these Terms and the special conditions of the specific plan set out .
• Instructions. Instructions sent to your Linked Platforms, within specific metrics determined by you in your Account. Instructions will be sent on the basis of events monitored by Ad-Pure and configured in your Account.
• Linked Platforms. Third Party platforms contracted by you (with your own account) such as Facebook, Google AdWords or Mail Chimp. Ad-Pure Platform connects to these Platforms and carries out the commands you have indicated.

3. Your Ad-Pure Account

Registration. To use the Ad-Pure Services (free or for payment), you must register an Ad-Pure Account.

Ad-Pure Account: To register, you must create an account (“Ad-Pure Account”) by completing the corresponding form with your details and agreeing to these Terms. You warrant that the information you provide on registration is true, complete and relates only to the person registering. You may correct this information during the registration process. Registration will be confirmed by email to the account you indicate on registration.

Ad-Pure provides you access to the Ad-Pure Platform via specific usernames and passwords. The passwords are confidential and is therefore your responsibility to safeguard and ensure their correct use. You agree to notify us immediately upon learning of any unauthorized use of your Ad-Pure Account or any other breach of security known to you. On confirmation of the Ad-Pure Account, you are granted a limited, revocable, non-exclusive and non-transferable license to use the contracted Services in accordance with these Terms through Ad-Pure Account from only one assigned person.

Ad-Pure will allow as many users simultaneous access to Client as it agreed with Ad-Pure. These Ad-Pure Accounts are personal, exclusive and non-transferable by the assigned persons. On gaining authorised access to the Ad-Pure Platform, you are granted a limited, revocable, non-exclusive and non-transferable license to use the contracted Services as provided herein.

4. Term and termination.

Your Ad-Pure Account shall be activated and remain in force unless terminated by either us or you hereunder.

Free trials usually last 1 month, and will terminate automatically if you have not upgraded to a paid-up Plan. Your account will remain active but you will not be able to carry out any operations. We may suspend or cancel your Free Trial immediately by written notice.

Your paid-up Ad-Pure Plans have [the term set out in your Order]. When the date of termination of the Plan arrives, we will notify you of the termination. The Plan will be automatically extended for a further period unless one party informs the other of its wish to terminate by giving ten (10) working days prior written notice.

You may cancel your account at any time. All cancelations should be processed through here or addressed to: sales@ad-pure.com

We reserve the right to exclude you from the Ad-Pure Platform and our Services and suspend your Account without prior warning should you breach these Terms (especially but not limited to your non-payment when due, or your infringement of any Law).

On termination for any reason, your access to your account and all of its User Activity will be disabled and your content deleted, except as maintained in backups (for back-up retrieval purposes only for any contingency or copies we may make to defend our interests).
If we cancel Services totally, we will refund a proportionate amount (pro rata temporis) of any fees you have paid.

5. Provision of the Services and support

The Services will be provided in accordance with the Service Documentation (…. Link) and these Terms.
Generally speaking,
• Ad-Pure Technology compiles massive data in real-time from events happening worldwide, geolocalizes and classifies them to automatically execute complex commands upon your Instructions.
• You provide us with your Instructions, being a set of rules for managing online marketing campaigns with respect to a set of triggers monitored by Ad-Pure.
• You set your Instructions through your Ad-Pure Account panel. They will be triggered in real-time depending on when and where an event occurs, and send an automatic command to your Linked Platforms.

Authorisation. By using Adpure, you authorise us to implement your Instructions, including with respect to third party Linked Platforms, the sending of commercial communications and/or making any purchase transaction on your behalf implied or required by your Instructions (e.g. credit card or other payment to the Linked Platform). You will provide Ad-Pure only with reliable Instructions and information that must be correct, true, accurate, updated, complete and –if you represent a company- authorised by the company that you represent.
Due to the continuous improvement process that the Adpure-Platform is subject to, access to the same may be temporarily suspended. If said suspension lasts for longer than ………………. then a discount may be available.
Ad-Pure Platform is constantly being improved. Unless otherwise indicated online or directly to client, Client may make use of newer versions, additional modules, improvements and modifications for the duration of the present contract, with no modification of the economic conditions.

Support. Support is provided on a discretionary basis for the Ad-Pure Plans, by contacting us at support@ad-pure.com

Online support Training. Ad-Pure undertakes to provide the necessary training for the users of the Ad-Pure Platform, within a maximum of twenty four (24) cumulative training hours. Equally, Ad-Pure commits to responding to all questions relating to the tool and the optimal use of the same for the duration of the present contract. These questions will ideally be communicated by telephone or email.

Obligations of users above standard “Acceptable use”.
Feedback. You will provide Ad-Pure with feedback at least once a month about the usability of the Services, suggesting possible improvements of the same if relevant.? E.g. Client will provide Ad-Pure with feedback on the performance of the platform and the results of the optimization of their online marketing campaigns.

Client will provide Ad-Pure with feedback about the usability of the tool, suggesting possible improvements of the same if relevant. Ad-Pure may use this feedback for any purpose, including implementing the feedback into future changes or versions of the Ad-Pure Platform or other services provided by Ad-Pure without attribution or compensation. The Client will also provide Ad-Pure with the performance metrics of all campaigns optimised using the tool and of other campaigns that may be suitable for optimisation.

6. Subscriptions

Free Plan. You can register for our demo services (“Free Plan”) according to these conditions. We reserve the right to refuse the Free Plan to anyone for any reason.
The process and prices for subscribing to paid-up Ad-Pure Plans is set out [linkl] Prices

Agencies.
If you purchase any of our Payment Ad-Pure Pans, you agree to pay us the applicable fees and related taxes. We will confirm your Subscription by email to the address set out in your account, accompanying the corresponding electronic invoice. Failure to pay these fees may result in termination of your Subscription.

Unless otherwise indicated, the fees for the Payment Ad-Pure Plans are non-refundable and are recurring on a monthly and use basis, until cancelled by you. You authorize us to store and continue billing your chosen payment method (e.g. credit card), to avoid interruptions in your Subscription and to facilitate easy payment for new services.

Your purchase may be subject to foreign exchange fees or differences in prices or taxes based on location (e.g. exchange rates or value-added tax in certain cases). Taxes are indicated in the purchase process and are calculated on the billing information that you provide us at the time of purchase.

On cancellation, you agree to pay our fees through the end of the applicable subscription period.

You understand and accept that you will not have any right to withdraw from the moment in that we provide you the electronic means to use our payment Ad-Pure plans.

7. Responsibilities

Responsibility for your activity. You are solely responsible for all activities that you carry out on the Ad-Pure Platform (“User Activity”), especially but not limited to, all your Instructions and the settings of your Ad-Pure Account, and any content transmitted by you on the basis of your Instructions.

You agree to use the Website and Services in accordance with these Terms, applicable law and Codes of Conduct. In particular, you will not use the Platform and the Services (a) in any unlawful way according to the national, community or international law (especially but not limited to the law of the fields of publicity, privacy, personal image, intellectual and industrial property and unfair competition) or (b) in any way contrary to good faith or that violates third party rights (including intellectual or industrial property rights, image rights, reputation and honor, privacy etc.) or advertising sector self-regulation and Codes of Conduct.

We do not control or supervise any User Activity, except when required to by applicable law or competent court or administrative decision. We do however reserve the right to suspend, block, cancel or eliminate any User Activity at any time any content especially but not limited if that User Activity infringes or may infringe these Terms.

You agree to indemnify and hold us harmless to the fullest extent allowed by law regarding all matters related to your User Activity that infringe these Terms.

8. Warranties and liability limitation

For paid-up subscribers, we warrant that the Services will be provided in accordance with the Service Documentation, professionally and diligently.

Except as aforesaid, or as established by mandatorily applicable law, your use of the Ad-Pure Platform or contracted Services, including any functionality contained within it, is provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, or fitness for a particular purpose. You accept that the Services may contain bugs or other errors which we request you notify to us.

No warranties regarding third party sites and services. Ad-Pure Platform interacts with third party Internet sites and accounts contracted by you. We make no representation whatsoever nor accept any responsibility about such sites and accounts because Ad-Pure has no control over them. Ad-Pure collects data from events happening worldwide. Ad-Pure needs to collect data offered by third parties and Ad-Pure can’t warranty that this information is correct, true and accurate.

In particular but without limitation, except as expressly set out herein:

i. There is no warranty that (a) the use of Ad-Pure Platform and Services are secure, suitable, uninterrupted or functioning without errors or in combination with other hardware, software, systems or data; (b) the Ad-Pure Platform and Services meet your needs or expectations; (c) that the errors or faults can be corrected or (d) Ad-Pure Platform can perform satisfactorily, if the Instructions configured by you are incomplete, incorrect or inaccurate.
ii. There is no warranty as to continuity of use of Linked Platforms, as these third party services may modify their technical specifications and APIs, thus affecting connectivity.
iii. There is no warranty that information collected by Ad-Pure from Third Parties in order to manage when and where the Instructions must be sent to Linked Platforms is correct, true and accurate.

Liability limitation. To the extent permitted by law, in no case is Ad-Pure, its affiliates nor its sponsors are responsible or liable for any indirect or consequential loss, including without limitation, damages, loss of profits, loss of business goodwill or reputation, business interruption, or equipment failures, arising out of or relating in any way to (i) the use or the inability to use the Ad-Pure Platform; (ii) unauthorized access to or alteration of your transmissions or data; or (iii) statements or conduct of any third party on the Ad-Pure Platform.

Other than for fraud, willful misconduct or gross negligence, the maximum liability of Ad-Pure for any loss arising as a consequence of your use of the Platform and Services is the amount actually received by Ad-Pure from you up to the date of the cause of the loss.

9. Confidentiality

Confidential Information is all non-public information, including but not limited to industrial secrets, techniques, processes, work protocols, designs, marketing strategies, metrics, and know-how, which are used by either party and have been or could be communicated directly or indirectly in an oral, written, graphic and/or electronic manner.

The parties, including all employees, undertake to:

• Not reveal, from the date this contract takes force, any Confidential Information, in whole or in part, to any third party, and to not use Confidential Information without prior written authorization from the other party.
• Protect all Confidential Information with the same diligence it would employ if it were its own confidential information.
• Limit access to Confidential Information to those employees who need to be aware of said information. This does not include external collaborators or employees who do not need to know this Confidential Information.
• Adopt all reasonable measures to prevent the disclosure of Confidential Information during the study of its content and during the validity period of any contract between the parties, even after its termination and extinction (no less than the measures implemented for its own information).
• If either of the parties or any other party bound by this contract is legally required to disclose any Confidential Information, this party will immediately inform the other party, specifying the authority and the aim of said requirement.

All the stipulations included in this clause will be valid for the duration of the present contract and two (2) further years.

This clause does not exclude that Ad-Pure can disclose general information about the use of Ad-Pure Services that include your Confidential Information in such way that it’s impossible connect this Confidential Information with you.

10. Others

Security. You understand that the Ad-Pure Platform can be used for transmission of your User Activity (which includes too your Commands), and that during processing, your User Activity, including client names, project names, task details, and account information may be transferred unencrypted over the Internet.
Availability. We try to provide the Ad-Pure Platform 24/7, however due to maintenance and updating, security or capacity issues with or without prior notice, and also to some events over which we may not influence (force majeure), the Ad-Pure Platform and contracted Services may be temporally suspended or affected.
Modifications. The Ad-Pure Platform is a work in progress, and we reserve the right to modify, suspend, or discontinue the Ad-Pure Plan at any time for any reason. Notice of any suspension or termination will be given in accordance with these Terms. We try to provide access to the contracted Services immediately.

Ad-Pure Content. We own or are licensee of all intellectual and industrial property rights in the website content, Ad-Pure Platform and software connected with both. Access to and use of our Ad-Pure Platform Content and/or services does not imply any transfer of all or part of these rights to you.
Trademarks. You will not use our trade marks, trade names, logos, domain names, other distinctive brand features or any copyrighted material or which are associated with the Ad-Pure, Ad-Pure Platform, Ad-Pure content and/or Services without our consent.
Third parties. If you allow a third party site to authenticate you or connect with your Ad-Pure Account (e.g. Facebook account), that site may access information on the Site related to you and your connections. Third party sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the extent required by applicable law, we are not responsible for these other sites.
Change of these Terms and Cancel of the Ad-Pure Platform. We may change these Terms and our prices without retroactive effect at our discretion, effective upon notice provided to you. If you do not accept the changes, you may cancel your account at any time. Continued use of the Site and its services after being notified of a change implies its acceptance.
Indemnification. You agree to indemnify Ad-Pure, and its agents, directors, officers, employees and partners against any loss, liability or cost arising out of your breach of any of these Terms or of any applicable laws, rules or regulations or any third party rights in connection with your use of the Ad-Pure Platform and contracted Services.

Contact and notifications. You agree that we may provide general notices about our Services to you in the following ways: (1) a banner notice on the Ad-Pure Platform, (2) an email sent to an address you provided, or (3) an in-platform message. Specific notices will be sent by email or in-platform message. You agree to keep your contact information accurate and up to date. Please review your Ad-Pure Account settings to control and manage the kind of messages you receive from us.

Email messaging. We will not share your email address with 3rd parties. We may contact you for information and service notifications relevant to your account or when required by law. You hereby acknowledge and consent that such notices will be effective upon our posting them on our Sites or delivering them to You through e-mail. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you.

No Waiver. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

Lawyers’ Fees In any action related to these Terms, if Ad-Pure is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the Ad-Pure’s reasonable attorneys’ fees and reasonable costs.

Applicable Law and Jurisdiction. Any conflict arising out of or in relation to the application, interpretation or performance of these Terms and the use of the Ad-Pure Platform and Services, will be submitted exclusively to the jurisdiction of the Court of Barcelona, Spain that will apply the Spanish Law.