Terms of Service

I. Definitions

Whenever in these document a reference is made to:

  1. ”Ad Account” – it shall mean advertising accounts maintained by the Ad Platform.
  2. “Ad Platform” – it shall mean a platform which holds the Ad Accounts in purpose of using them for advertisement (i.e., Google Ads, Facebook Ads); 
  3. “Ad Spent” – the total amount of costs spent on advertising on Ad Platform in a specific time frame. 
  4. “Agreement” – it shall mean any agreement between the User and the Provider regarding the use of the Application and based on these Terms of Service;
  5. “Application” – it shall mean the site and the application available at www.adxtools.com, made available as a software-as-a-service;
  6. “Charges” – it shall mean any and all charges due to the Provider in association with the User’s access and use of the Application;
  7. “Consumer” – it shall mean a consumer within the meaning of Polish Act of 23rd April 1964 – Civil Code (Journal of Laws of 2016, pos. 380 with later amendments) or any local applicable regulations if the relevant consumer protection regulations stipulate that only local law may apply to the relations between a consumer and an entrepreneur;
  8. “GDPR” – it shall mean the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  9. “Intellectual Property Rights” – it shall mean all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefore and rights to apply for any of the foregoing;
  10. “Notifications” – it shall mean automated emails sent by the Application to User Account’s email address to inform about event occurrence related to the Application usage advising on actions a User is supposed to take. In addition to the regular content, on certain occasions if valid consent is provided and not withdrawn notifications may contain a marketing message.
  11. “Operation Data” – it shall mean data regarding the operations of the Application and the User’s use thereof; the said data may include, in particular, when and how often the User uses the Application and particular features of the Application. It includes personal data within the meaning of the GDPR. Legal base and purpose for processing of personal data is described in Applications Privacy Notice. 
  12. “Provider” – it shall mean Hurra Communications Spółka z ograniczoną odpowiedzialnością (address: Włóczków 7, 30-103, Kraków, Poland), registered in Polish register of entrepreneurs of the National Court Register under the number: 0000209381), e-mail address: support@adxtools.com;
  13. “Services” – it shall mean the services provided by the Provider with relation to the Application, in particular the access to the Application;
  14. “Site” – a web property which is under the control of the User or the party that a user represents and for which a User warrants that it can be the subject of the Application monitoring Services.
  15. “Terms of Service” – it shall mean the present terms of service;
  16. “User” or “you” – it shall mean an entity, by or for whom or which the Application is or may be accessed in accordance with these Terms of Service and with the legal regulations in force or with whom or which an agreement on provision of the services consisting in the Application may be concluded;
  17. “User Account” – it shall mean a third-party Ad Account connected to the User Profile, in particular the one the User uses the Application for to protect them;
  18. “User Account Agreement” – it shall mean the Agreement between the User and the Provider regarding both the creation of the User Profile and the access to the User Account;
  19. “User Profile” – it shall mean the User’s login credentials, name, last name, organization, and access rights to the third-party Ad Platform within the Application, granted specifically to the User by connecting third-party data to the Application;
  20. “Optimization Algorithm” – it shall mean a set of activities and conditions implemented in the tool and available as a single automated solution solving a particular problem;
  21. “Recommendation” – it shall mean an output of the Optimization Algorithm, a set of changes to be made on the User Account; they can be reviewed, easily applied, or rejected;
  22. “Output CSV File” – it shall mean a file with data generated by the Application (compliant with RFC 4180);
  23. “Vote Button” – it shall mean an actionable part of the Application’s user interface used to measure the User’s interest.

II. Conformity with the law

  1. For purposes of the Users, these Terms of Service shall be governed by and construed in accordance with the law of the Republic of Poland.
  2. These Terms of Service constitute the rules of rendering electronic services within the meaning of Polish Act of 18th July 2002 on rendering electronic services (Journal of Laws of 2013, pos. 1422 with later amendments).

III. Account

  1. The Provider offers the Services governed by these Terms of Service only to the User defined as a natural or legal person, or organizational entity not being a legal person, but to which special regulations grant legal capacity (including partners in a civil partnership), conducting in its own name an economic or professional activity, which accepts these Terms of Service in electronic form. Accordingly, the Services are excluded from being governed by the Act of 30 May 2014 on Consumer Rights (Polish Journal of Laws, Dz. U. from 2014, item 827).
  2. The validity of these Terms of Services is by default excluded for parties who has been offered with hurra.com enterprise or custom plans either by Hurra Communications Sp. z o.o. or Hurra Communications GmbH. Parties may decide in a mean of a separate contract if these Terms of Services applies in whole or in part.
  3. You sign up for the Services by creating your User Profile through your email address which you used to sign up to Ad Platform.
  4. By creating a User Profile, you agree to comply with these laws and regulations.
  5. A User Profile must identify a person who is able to sign contracts. Personal information of that person must be provided.
  6. The Provider has a right to verify the authenticity of the User Profile information and demand to correct them by contacting the email address defined for that User Profile.
  7. Failure to provide the correct information or to correct them cannot be a reason to dissolve the Agreement.
  8. If you are creating a User Profile on behalf of an entity, organization, or company, you warrant that you have the authority to sign deals on behalf of such an organization.

IV. Services

  1. Google Ads is currently the only supported Ad Platform.
  2. Service Recommendations:
    1. The Service consists in preparing a list of recommended changes to the Ad Accounts based on the criteria defined by the User.
    2. The application periodically downloads all connected Ad Accounts and automatically prepares a list of recommendations for them. Automatic recommendations are available in the “Recommendations” tab inside the Application.
  3. Service Optimization Algorithms:
    1. In the “Optimize your account” tab inside the Application, the User can select Optimization Algorithms to be applied to the selected Ad Accounts or to the selected parts of the Ad Accounts.
    2. Optimization Algorithms are documented inside the Application.
    3. Some of Optimization Algorithms provide additional set of settings and properties to let the User adjust them if required.
    4. Some of Optimization Algorithms do not provide any functionality and only allow the User to express an interest in the particular Optimization Algorithm by using the Vote Button.
  4. Services – others:
    1. All changes prepared and recommended by the Service for the selected Ad Accounts are provided as an Output CSV File that can be downloaded inside the Application.
    2. An Output CSV File may and should be applied using the most recent version of Google Ads Editor.
    3. The User is solely responsible for downloading and further owning and managing an Output CSV File.
    4. The Application provides access to all previously prepared Output CSV Files for all Ad Accounts ever connected by the User.
    5. The User is solely responsible for making a final decision of applying or declining changes and recommendations proposed by the Service.
  5. The Service is hosted at https://app.adxtools.com.
  6. To log in into the Service, the User must use a Google Account with a read-write access to Google Ads account(s).
  7. The User can connect more than one Ad Account including Google Ads Manager Accounts (MCC).
  8. The Service requires downloading information about the connected Google Account and Google Ads accounts.
  9. The Service requires downloading of the full or partial structure of Google Ads accounts.
  10. The Service connects to the Google Ads accounts using a set of APIs provided by Google LLC. The Tser may revoke that API access by visiting https://security.google.com/settings/security/permissions with the Google Account connected to the Service. 
  11. The Service may make changes to the way it connects to Google Ads accounts, including adding “Structure Optimizer MCC” as a “Client Manager” to your Google Ads accounts. The User may opt out of this change at any time by contacting us via email at support@adxtools.com.
  12. The User represents and warrants that they have the right to:
    1. use and grant access to the connected Google Account and Google Ads accounts;
    2. manage and review Google Ads campaigns;
    3. use and connect automatic management tools like AdXTools.
  13. Possibility to get notifications:
    1. The email address used to sign in is the email address to which the notifications will be sent.
    2. To guarantee the reliability of the Services, the defined email address must be working, its inbox should not be full, automatic message redirecting should not prevent messages from being lost, etc.
    3. Blocking our email address should be disabled and all efforts to not let our notification messages land in spam folders taken, or you should inform us that our alert messages do land in spam folders.
  14. Access rights to Ad Accounts:
    1. Technical limits:
      1. Do not block cookies (essential) from Ad Platforms.
      2. Do not block Application cookies (essential).
      3. The User must be able to authorize through an Ad Platform (i.e., be able to sign in to that Ad Platform) to integrate our Application.
      4. If our Application has been revoked access to the User’s Ad Account and our attempts to authorize fail, we’ll send notifications and finally delete the whole User Profile and all its settings.
    2. The User must have a right to manage ad campaigns and to use tools that automatically manage ad campaign statuses (like our Services).
    3. The User agrees to connect their Ad Accounts with our Application and fetch those Ad Accounts’s structures to our Application.

V. Application

  1. The User agrees not to, not to attempt to, nor allow any third party to:
    1. copy, distribute, lend, license, sublicense, sell, resell, time share, lease, or transfer the Application or otherwise commercially exploit or make the Application available to any third party;
    2. decipher, decompile, reverse engineer, or disassemble the Application or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, or programming interfaces of the Application;
    3. adapt, modify, or hack the Application or otherwise attempt to gain unauthorized access to the Application or related systems or networks;
    4. create derivative works based on the Application;
    5. modify, remove, or obscure any copyright, trademark, patent, or other notices or legends that appear in the Application or during the use and operation thereof;
    6. falsely imply any association or sponsorship with the Provider;
    7. publicly disseminate performance information or analysis (including benchmarks) relating to the Application;
    8. use the Application in any unlawful manner, including, but not limited to, violation of any person’s privacy rights;
    9. use the Application in any manner that interferes with or disrupts the integrity or performance of the Application and its components;
    10. use the Application to develop a competitive Application or product offering.
  2. The User may not use any automated means, including agents, robots, scripts, or spiders, to access or manage the Application, except solely to the extent as may be specifically enabled and authorized by the Provider.
  3. The User’s access to or use of the Application may be suspended or terminated by the Provider if:
    1. such action is necessary to ensure the safety of the system or the network which is used by the Application; or
    2. the User breaks the Terms of Service; or
    3. the User gained access to the Application in an unauthorised manner.
  4. The User is responsible for safeguarding the login credentials that they use to access the Application and for any activities or actions under that User’s password. The User agrees not to disclose their credentials to any third party. The User is obliged to notify the Provider immediately upon becoming aware of any breach of security or unauthorized use of their User Account. 
  5. The Provider is not obliged to provide the User with any advice or training with respect to the use of the Application.
  6. The User is responsible for compliance with the provisions of these Terms of Service by any and all persons using the Application under the User Account. The User is responsible for any actions any person that the User grants the access to their User Account conducts using that User Account.
  7. The scope of the functionalities and their specific properties may change through time. Their description is available for the User upon logging to the Application.
  8. The Provider may publish suggestions for the User on how to use the Application. Such suggestions, however, are not an element of the Services of the Provider and are not binding. They may be based on the Provider’s general experience in the electronic marketing.

VI. Pricing policy

  1. Pricing plans are available in a prominent place on the provider’s website. Each plan has limits established on the Ad Spent and the number of connected Ad Accounts.
  2. Each month User may exceed the Ad Spent limit by no more than 30%. If the 30% buffer is exceeded as well User should upgrade to the higher plan for the following billing period. If he or she fails to do it certain functionalities of the User Account may be suspended the moment primary Ad Spent limit is reached.  
  3. Pricing is available in two currencies EUR and US dollars where EUR is the base currency.
  4. Pricing depends on the ECB conversion rates when Ad Spent is calculated in US dollars as well as the price of the given plan is established in US dollars.
  5. The invoices issued by the Provider with respect to the Application shall be issued in an electronic form only and made available to the User, unless it is otherwise agreed by the User and the Provider.
  6. Pricing policy, including particular pricing models and option may be changed by the Provider from time to time.
  7. User has a possibility to apply for a trial plan. The only purpose of the trial period is to evaluate the Application features against business requirements of the user or the party he or she represents. Certain features may be subject to restrictions during this period.
  8. Trial plan has an additional limitation of the number of generated output CSV files.
  9. Given the Application is being developed constantly, new features may appear over time and existing ones may be improved or removed, it is possible to apply for a trial again with the same User Account and the same Ad Account after 12 months from the time when the last trial period is over.
  10. On certain occasions like for example a User did not have a chance to evaluate the application the Provider can extend the trial period to another 30 days. In such a case the User will be informed about it via the email.
  11. Payment is made on a monthly basis via the external payment platforms such as PayPal.
  12. When trial period is over and a User subscribed for a paid plan all trial restrictions will be abolished and limits of a given plan will apply.
  13. After the trial period is over or if the due payment is not made Application usage will be partly or wholly limited.
  14. The Agreement can be cancelled at any time, the services will stop working once the current billing period is over and no new payment is received.

VII. Notifications

  1. All Notifications are sent to the email address used for creating a User Account. User will receive, among others the following types of notifications:
    1. Notifications about User Account maintenance (e.g. confirmation of User Account creation or deletion, confirmation of trial period or paid subscription expiration, reminders about the expiring trial period);
    2. Notifications about the progress of the Application development and its maintenance (e.g. notices about planned outages, new feature releases or features removal);
    3. Alerts;
    4. Email promotions.
  2. The legal base for the email promotion is a valid user consent according to GDPR.

VI. Intellectual property rights

  1. The Provider owns all the Intellectual Property Rights in and to the Application (including without limitation all underlying source code, algorithms, and models). Nothing herein shall be construed to transfer any rights, title, or ownership of the Application or any Provider’s software, technology, materials, or know-how. The Application is made available in a software-as-a-service model.

VII. Termination of agreements / deleting of the user account

  1. Subject to further provisions of these Terms of Service, the User Account Agreement may be terminated in accordance with the legal provisions, as well as – within the scope permitted by law – by each party at any time through cessation of making the Application accessible (by the Provider) or through cessation of using the Application (by the User).
  2. Deleting data from the Application:
    1. To delete data gathered by the Application, please contact us via email at support@adxtools.com.
  3. Deleting the connection in Google Ads:
    1. To revoke the access through the Google Ads UI, go to your Ad Account settings and unconnect AdXTools.
  4. Deleting the User Profile:
    1. To delete data on email, first name, and last name, request the Provider at support@adxtools.com. The User Profile and the Ad Accounts’ structures can be also deleted from the Application automatically after beta version period is over — unless the User agrees with the Provider otherwise.

VIII. Complaint procedure

  1. In the event the User finds any malfunctions or errors of the Application which constitute infringement of these Terms of Service attributable to the Provider, the User may file a complaint via email sent to support@adxtools.com.
  2. The complaints referred to in point VIII.1. shall be dealt with by the Provider within a reasonable time.
  3. As soon as the Provider’s decision upon the complaint is made, the User shall be informed by the Provider on acceptance of the complaint or that the complaint is without merit in the Provider’s opinion.
  4. A complaint should include:
    1. indication of the User making the complaint and the email address used for the User Account (the User should never send their passwords);
    2. indication of the functionality of the Application that complaint regards and a description of the malfunction.
  5. During the complaint procedure, the Provider may ask the User for additional explanation, information, or verification of the course of the situation than caused the complaint.
  6. The Provider reserves the right to modify, add, or delete any documents, information, templates, sites, or other content appearing on or in connection with the Application, including these Terms of Service, at any time without prior notice of the User.

IX. Provisions regarding users

  1. The Provider indicates that the Application is provided on an “as is” and “as available” basis with no representations or warranties of any kind.
  2. The Application is moreover provided without warranty of any kind, express or implied, including but not limited to the warranties of availability (also future availability), accessibility (i.e., the Provider does not guarantee that the Application will be accessible from each operating system or electronic device), merchantability, fitness for a particular purpose and noninfringement. In no event shall the Provider be liable for any claim, damages, or other liability, whether in an action of contract, tort, or otherwise, arising from, out of or in connection with the use of the Application or the use or other dealings in the Application.
  3. The Provider shall not be liable to the User in connection with any actions or omissions performed by the User in connection with the use of the Application (e.g., incorrect data provided by the User).
  4. The User agrees to indemnify, defend, and hold harmless the Provider and its subsidiaries, affiliates, officers, and directors from and against any and all claims, lawsuits, damages, losses, liabilities, and costs (including attorney fees) that directly or indirectly arise or result from the User’s use or misuse of the Application, any violation by the User of any of the provisions of this agreement or the privacy policy, or any infringement by the User of any third party’s rights.
  5. Any breach of these Terms of Service by the User may result in an immediate termination of the User Account Agreement along with deletion of the User Account.

X. Hardware & cookies

  1. In order to fulfil the legal requirements, the Provider hereby informs that:
    1. usage of the electronic services, in particular of the Application, by means of the internet, involves certain risks. The main one is the possibility of infecting the ICT system by viruses, malware, and Trojan horses. In order to avoid the threats associated with them, it is recommended that the Users install anti-virus software on their devices and ensure such software is up-to-date;
    2. the Provider inserts so-called “cookies” files to the ICT system used by the User (cookies are small pieces of text sent by the site to the web browser, which are re-sent by the browser during next visits to the site). Cookies are used mainly to keep the sessions (i.e., keep the User logged-in). They may, however, be used for other aims – thanks to cookies the User does not have to fill in the same information every time they return to the site. More detailed information regarding cookies may be found in the privacy policy and cookie policy.
  2. For proper operation of the Application, the User’s computer system should meet the following requirements:
    1. have access to the internet;
    2. have an installed web browser in the newest version provided by the producer;
    3. the web browser must support JavaScript and cookies;
  3. The User is solely responsible for installing, purchasing, and configuring all hardware and software necessary for the User’s access to and use of the Application.
  4. The Provider’s privacy notice is available at  https://adxtools.com/privacy-notice/.

XI. Operation data

  1. The Provider informs, and the User acknowledges, that the Provider shall collect the Operation Data.

XII. Final provisions

  1. The illegality, invalidity, or unenforceability of any provision of these Terms of Service shall not affect the legality, validity, and enforceability of any other provisions hereof.
  2. If any provisions of these Terms of Service expressly state that particular actions or omissions constitute breach or gross breach of the Terms of Service, it does not mean that failure to comply with any other provisions does not constitute such breach.
  3. Unless the absolutely binding provisions of applicable law state otherwise, Polish state court having territorial jurisdiction over the address: Rynek Główny 1, Kraków, shall be competent to resolve any and all disputes that may arise in relation to these Terms of Service. This provision does not apply to the Consumers.
  4. The Provider’s failure to enforce any provision of these Terms of Service shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. Any waiver by the Provider of any provision, condition, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
  5. The Provider reserves the right to modify the provisions of these Terms of Service. Changes apply to all new Users immediately and to existing Users if all the following conditions are met:
    1. Changes are published in the billing period before the billing period preceding the period from which changes are in force;
    2. User was informed about the changes via the email during the billing period when changes are published;
    3. User did not cancel their subscription.

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