PERSUASION XP ADACREATE™ Terms of Service 

Introduction 

These Terms of Service (“Terms of Service”) govern your use of the AdaCreate™ platform (the “Service”) located at https://adacreate.com, operated by PersuasionXP Limited, company no. 13417973, registered address Little Ashe, Wheatsheaf Enclosure, Liphook, England, GU30 7EJ (“PersuasionXP”, “we” or “us”). 

Acknowledgments

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM. 

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU MUST NOT ACCEPT THESE TERMS OF SERVICE AND YOU MAY NOT ACCESS THE SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE MAY BE USED FOR YOUR BUSINESS PURPOSES ONLY AND YOU AGREE NOT TO USE THE SERVICE FOR ANY RESALE PURPOSES.

Access to the Service

  1. In order to access the Service for the first time as a user (an “Authorised User”), you must first provide the information requested and receive your Authorised User account log in details and pay any applicable fees or charges (“Charges”) for the subscription period applicable to you (the “Subscription Period”), whether set out in an Order Form (if any) or otherwise selected when registering to use the Service. 

  2. You will remain an Authorised User until the end of the applicable Subscription Period, unless your account is suspended or terminated earlier in accordance with these Terms of Service. 

  3. Fake user profiles are not permitted. Any information provided to us in order to access the Service must be accurate.

  4. The Service is intended for use by Authorised Users only in a business or research context, and not for use by individuals for domestic or private purposes. 

  5. The Service is intended for use worldwide. Wherever you access and use the Service from, you agree that you will only use the Service in a manner consistent with these Terms of Service and any and all applicable local, national and international laws and regulations. To the extent that your use of the Service is not legal in your territory, you may not use it.

  6. You are responsible for making all technical and staffing arrangements necessary for you to access the Service.

Protection of Authorised User account and password

  1. You must treat any Authorised User account log ins, user identification codes, passwords or any other pieces of information provided as part of our security procedures, as confidential. You must not disclose them to any third party or authorise others to use your Authorised User accounts. 

  2. You may not transfer any Authorised User account to any other person or entity. If you know or suspect that anyone other than you has obtained an Authorised User identification code or password and/or has accessed an Authorised User account, you must immediately notify us by sending an email to enquire@adacreate.com.

  3. You are responsible for the acts and omissions of any third parties who use your Authorised User identification code or password to access any Authorised User account, whether fraudulent or not, and you agree to reimburse us on demand for any loss we may suffer as a result of such use.

  4. We have the right to disable any Authorised User identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms of Service.

Charges and Payment terms 

  1. In return for access to the Service for the Subscription Period, you agree to pay the applicable Charges set out in an Order Form (if any) or otherwise notified to you when registering to use the Service. 

  2. If you have set up a Direct Debit payment with us, we will (unless agreed otherwise with you in writing) take the payment shortly after issuing our invoice to you. 

  3. If you elect to pay the Charges by credit card, we reserve the right to charge an additional [3]% fee. Furthermore, if you require us to use any service (including an online platform) in order to submit invoices or process payments made between you and us, we reserve the right to charge you for the costs (if any) incurred in registering for, accessing, or using such service.

  4. We reserve the right to suspend access to the Service if payment is overdue for the relevant period of access to the Service. 

Privacy Policy 

  1. Our Privacy Policy, available [HYPERLINK], sets out the terms on which we, acting as data controller process any personal data  we collect from you and all other Authorised Users, or that you and  other Authorised Users provide to us. This may include, for example, your name, email address and login details.   This is the only personal data that we expect to receive from you.

  2. Our Privacy Policy also incorporates our Cookies Policy available [HYPERLINK]. 

  3. You warrant that all personal data provided by you is accurate and, to the extent that you provide personal data for any other Authorised User, that you have their consent to do so. .

Input and Output

  1. Our Service allows you to submit certain information, text, or other material (“Input”) for use by the Service in producing output for you (“Output”). 

  2. You are wholly responsible for the Input that you post on or through the Service, including its legality, reliability, and appropriateness. By submitting Input on or through the Service, you represent and warrant that: 

    • the Input is yours (you own it) and/or you have the right to use it and the right to grant us the rights and licence to use for the purposes of the Service as provided in these Terms of Service; 

    • the posting of Input on or through the Service and its use by the Service to provide Output (as defined above) does not violate the privacy or confidentiality rights, publicity rights, copyrights or other intellectual property rights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be in breach of these Terms; and 

    • you will not include any personal data within Input. 

  3. You retain any and all of your rights to any Input you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Input you or any third party submits on or through the Service. PersuasionXP has the right but not the obligation to monitor and edit all Input provided by users.

  4. You may use Output for your own commercial purposes, subject always to the disclaimers of liability set out in these Terms of Service. 

Data access and usage 

  1. You acknowledge and agree that the Service will log data received regarding its usage by you, including the Output and the Input and other parameters you supply to the Service (“Usage Data”). This Usage Data will be used to operate and improve the Service, including debugging, testing, and accounting.  

  2. We will treat Input and Output as your confidential information and it will not be disclosed by us to third parties, including other Authorised Users. 

  3. The Service may permit you to connect your ad accounts. By connecting your ad accounts to the Service, you expressly grant permission to PersuasionXP to access, retrieve, and utilize data, insights, and other relevant information from those ad accounts ("Ad Data") for the purpose of optimizing your ad campaigns and for enhancing the Service’s functionality, refining algorithms, and training the associated artificial intelligence systems. 

  4. Authorised Users are responsible for maintaining the security of their accounts, and PersuasionXP is not liable for unauthorized access resulting from user negligence.

  5. As set out in our Privacy Policy, Authorised Users may request to have their data (including Ad Data and Usage Data) permanently deleted from our servers (subject to the retention of certain anonymized data sets which may be retained exclusively for the purpose of training and system optimization), with confirmation provided within 30 days. 

Intellectual property rights in the Service

  1. All intellectual property rights subsisting in the Service (including software, algorithms, AI models and other technology and any rights in relation to improvements or modifications made to the Service) are and shall remain the property of PersuasionXP and its licensors. The use of the Service by you shall not result in any assignment of the intellectual property rights of PersuasionXP to you or any third party.

  2. PersuasionXP reserves all rights of ownership in relation to its trade marks (whether registered or unregistered).

  3. Subject to your acceptance of these Terms of Service and payment of any applicable Charges, PersuasionXP grants to you a non-exclusive, non-transferable right to use the Service in accordance with these Terms of Service and for the purposes of the normal use of the Service during the applicable Subscription Period. 

Prohibited uses

  1. In each case excluding Input and Output, you are prohibited from (whether directly or indirectly): 

    • copying, modifying, creating a derivative work, reverse engineering, disassembling or otherwise attempting to obtain the source code, prompts or any content (including images and text or other materials) relating to the Service,  except where stipulated by law;

    • selling, assigning, sub-licensing or otherwise transferring any rights to the Service.

  2. You may use the Service only for lawful purposes and in accordance with these Terms of Service. You agree not to (and not to assist or permit third parties to) use the Service:

    • in any way that violates any applicable national or international law or regulation;

    • for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise;

    • to try to violate the intellectual property rights of others, including copyright, patent, or trade mark rights.

    • in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity; and

    • to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm or offend PersuasionXP or other users of the Service or expose them to liability.

  3. Additionally, you agree not to (and not to assist or permit third parties to):

    • resell the Service to third parties or (unless expressly agreed with us in writing, including in an Order Form), otherwise use the Service to generate Output or other content for use by third parties.

    • use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through Service.

    • use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service;

    • use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent;

    • use or attempt to use any device, software, routine or other means that may interfere with the proper working of the Service;

    • introduce any viruses, trojan horses, worms, logic bombs, or other material to the Service which is malicious or technologically harmful;

    • attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service;

    • viii.attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or

    • take any action that may damage or falsify PersuasionXP’s rating or standing in any context.

Limitation of Liability

  1. You acknowledge and agree that: 

    • you accept responsibility for the selection of the Service to achieve your intended results and are responsible for any and all consequences arising from the selection, generation and use of Input and Output;

    • PersuasionXP makes no representation, warranty or guarantee that the use of the Service or any Output will benefit your or any other business or otherwise achieve any particular aim or goal;

    • you are responsible for evaluating Output for appropriateness for its use case, including using human review as appropriate, before using or sharing it;

    • the Service is under continuous development and may contain errors or inaccuracies;

    • PersuasionXP makes no representation, warranty or guarantee that the use of Output will not infringe third party rights, including intellectual property rights; 

    • the Service has not been developed or designed to meet or support any individual requirements you may have, including in relation to any regulated activity that you may be engaged in;

    • the Service may not have passed regulatory tests specific to your business;

    • viii.if you use the Service for any regulated activity you agree to comply with any requirements that apply to such regulated activity from time to time (including in any jurisdiction in which you operate) and you shall defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this obligation; 

    • we use reasonable endeavours to remove bugs or viruses but we do not guarantee that the Service will be secure or free from bugs or viruses. You should use your own virus protection software and we will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Service.

  2. We shall not in any circumstances whatever be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Service for any:

    • loss of profits, sales, business, or revenue;

    • business interruption;

    • loss of anticipated savings;

    • wasted expenditure;

    • loss or corruption of data or information; 

    • loss of business opportunity, goodwill or reputation; or

    • special, indirect or consequential loss, damage, charges or expenses.

  3. Subject to the exclusions and exceptions in these Terms of Service, our maximum aggregate liability under or in connection with these Terms of Service whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the Charges paid by you in relation to the Subscription Period during which the loss in question arose. 

  4. Nothing in these Terms of Service shall limit or exclude either party’s liability for:

    • death or personal injury resulting from negligence;

    • fraud or fraudulent misrepresentation; or

    • any other liability that cannot be excluded or limited by law.

  5. These Terms of Service set out the full extent of our obligations and liabilities in respect of the supply of the Service. Except as expressly stated in these Terms of Service, to the extent permitted by law, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us and you acknowledge that you use the Service on an “As Is” basis. Any condition, warranty, representation or other term concerning the supply of the Service which might otherwise be implied into, or incorporated in, these Terms of Service whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 

Cancelling the Service

  1. You may cancel the Service and end your Subscription Period subject to any terms agreed in an Order Form and by following the process in an Order Form. 

  2. Any such cancellation will take effect at the end of the then-current calendar month, unless agreed otherwise in an Order Form.

Suspension of the Service and ceasing to be an Authorised User

  1. PersuasionXP may revoke its authorisation for you to use the Service (including the licence granted above) at any time in the event of non-compliant use of the Service. In such a case, PersuasionXP reserves the right to take legal action to stop the infringement of its intellectual property rights and to suspend and/or cancel any subscription and/or deactivate users’ accounts.

  2. Your Authorized User account and your access to the Service will be withdrawn at the end of the applicable Subscription Period.

  3. We will determine, in our discretion, whether there has been a breach of these Terms of Service through your use of the Service. If such a breach has occurred through your use, we may take such action as we deem appropriate, including all or any of the following actions:

    • immediate, temporary or permanent withdrawal of any relevant Authorized User account and/or your right to use the Service;

    • the issue of a warning to you; and

    • legal action against you.

  4. If you cease being an Authorized User for any reason you must immediately cease using the Service.

Changes to these Terms of Service and the Service

  1. You will be asked to read and accept these Terms of Service at the time you first access the Service. 

  2. We may revise these Terms of Service at any time and in the event of such a revision, you may be asked to read and accept the revised Terms of Service at the next time you access the Service. 

  3. Your continued use of the Service following any changes made to the Terms of Service shall constitute your acceptance to the terms, as varied. If you do not wish to accept these Terms of Service (as varied) you must immediately stop using and accessing the Service.

  4. We may update the Service from time to time, and may change the content, pricing and/or functionality provided through the Service at any time. 

  5. No variation to these Terms of Service may be made save by a variation notified by us as described above, or else in writing signed by you and us.

  6. We may transfer our rights and obligations under these Terms of Service to another organisation, but this will not affect your rights or our obligations under these Terms of Service. You may only transfer your rights or your obligations under these Terms of Service to another person if we agree in writing.

Other provisions

  1. Entire Agreement

    • These Terms of Service and any documents expressly referred to in them constitute the entire agreement between us and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to their subject matter. 

    • You acknowledge that in entering into these Terms of Service you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Service or any document expressly referred to in them.

  2. Waiver and severability

    • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

    • A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

    • Each of the terms of these Terms of Service operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect

  3. Third Party Rights

    • a person who is not a party to these Terms of Service shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Service, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

  4. Trade Marks

    • PERSUASIONXP,  ADA CREATE and CAMPAIGN IN A CLICK are trade marks of PersuasionXP Limited

  5. Applicable law and jurisdiction

    • These Terms of Service and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. 

    • The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in relation to this Agreement.

  6. Contact us and Complaints

    • If you have any queries or complaints about the Service or these Terms of Service, please contact enquire@adacreate.com.