1. You subscribe to our services by creating a Standard account. Included in each new account is a 30-day free trial. After those 30 days are completed, you will pay 29 USD a month and $0.05 per thousand impressions.
2. If you wish to cancel your account, notify us and your account will be canceled.
3. If you use our services, we can use your business logo on our websites for promotional purposes.
4. We may modify the terms at any point of time, but will let you know in advance.
Please read these terms of service carefully as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions, a clause that governs the jurisdiction and venue of disputes, and obligations to comply with applicable laws and regulations.
1. Overview of the adclouds platform
adclouds is a cloud based platform that is the starting point for working with all of your creative.
- Cloud based repository enabling easy access and collaboration
- Scientifically robust optimization engine for ad creatives
- Diagnostic / Analytics reports for validation and insight
2.1. Parties and terms
2.1.1. Good Times Media AB, reg. no. 556970-0361, a company incorporated and organized under the laws of Sweden (the “Licensor” or “we” or “us”) provides a digital marketing platform that enables users to effortlessly produce, analyze, serve and optimize their ads (the “Services”). The Services are delivered based on software to which the Licensor retains sole and full proprietary and Intellectual Property (as defined below) rights (the “Software”). Services are provided under the name adclouds through the website www.adclouds.io and other such internet sites, mobile applications, the Software or the like (the “Applications”).
2.1.2. These terms of service (the “Terms”) apply to the use of the Services, Applications and Software.
2.2. Certain definitions
Account has the meaning set out in Section 4.1
Applications has the meaning set out in Section 2.1.1
Confidential Information has the meaning set out in Section 13.2
Feature Limited Trial Access has the meaning set out in Section 5.1.1
Fee Schedule has the meaning set out in Section 4.2
Institute has the meaning set out in Section 19.2
Intellectual Property has the meaning set out in Section 11.1
License has the meaning set out in Section 3.1
Licensee has the meaning set out in Section 2.1.3
License Fee has the meaning set out in Section 2.1.3
Licensor has the meaning set out in Section 2.1.1
License Period has the meaning set out in Section 4.2
Profile has the meaning set out in Section 4.3
Results has the meaning set out in Section 12.1
Services has the meaning set out in Section 2.1.1
Software has the meaning set out in Section 2.1.1
Subscription has the meaning set out in Section 4.2
Terms has the meaning set out in Section 2.1.2
2.3.1. The Licensor reserves the right, at its sole discretion, to modify the Applications or Services or to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification via the Applications or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Applications or Services after we have posted a modification via the Applications or have provided the Licensee with notice of a modification, the Licensee agrees to be bound by the modified Terms.
2.4.1. The Applications and Services are intended solely for persons who are 18 or older. Any access to or use of the Applications or Services by anyone under 18 is expressly prohibited. By accessing or using the Applications or Services you represent and warrant that you are 18 or older.
3.1. The Licensee is granted a non-transferable, non-exclusive, revocable license to the Services in accordance with these Terms (the “License”).
3.2. The Licensee shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the Services (or Applications) or any modified version or derivative work of the Services created by or for the Licensee; (b) provide the Services (or Applications), or any modified version or derivative work of the Services (or Applications) created by or for Licensee, on a timesharing, service bureau or other similar basis; (c) remove or alter any copyright, trademark or proprietary notice in the Services (or Applications); (d) copy any features, functions or graphics of the Services (or Applications); (e) use or modify the Services (or Applications) in any way that would subject the Services (or Applications), in whole in or in part, to a copyleft license; (f) send, store, or authorize a third party to send or store spam, unlawful, infringing or libelous material, or malicious code; (g) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Services (or Applications); (h) use any of the Licensor’s Intellectual Property (as defined in Section 11.1) protected by applicable laws and contained in or accessible through the Services (or Applications) for the purpose of building a competitive product or service or copying its features or user interface; (i) use the Services (or Applications), or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without the Licensor’s prior written consent; or (j) use the Services (or Applications) to develop or enhance any open source version of the Services (or Applications) or in any way use the Services (or Applications) in relation to any open source alternative to the Services (or Applications).
4. Account and subscriptions
4.1. In order to be granted a license and access the Services, the Licensee needs to register an Account (the “Account”) on the website hosted by the Licensor.
4.2. The Licensee shall upon registration of an Account, provide the account details, indicated at any given time in the registration form provided by the Licensor. Further details regarding the offered Subscription are set forth through the Application or Services from time to time (the “Fee Schedule”) or as attached to these Terms.
4.3. All Accounts of the Services include an unlimited number, of users (“Profile”) available to the Licensee. By entering into these Terms, and registering an Account the Licensee is acting as agent for the all users utilizing the Services through a Profile under the Licensee’s account and binding them to the terms hereof. The Licensee shall be responsible for any acts or omissions of the Licensee’s users (acting through a Profile under the Licensee’s Account) and the Licensee’s users’ (acting through a Profile under the Licensee’s Account) compliance with all of the conditions under these Terms. The Services may only be accessed through a Profile.
5. Free trial
5.1. Feature Limited Trial Access
5.1.1. The Licensor may make available feature limited trail access to the the Subscription, if so specified through the Services or Applications. Such feature limited trial access may be limited to only include certain features of the Services and/or Applications, and may be limited in time.
5.1.2. By registering an Account in accordance with Section 4 (Account and subscriptions), but without providing payment details, the Licensee is entitled to a feature limited trial access of 14 days.
5.1.3. The Licensor reserves the right to execute further restrictions regarding the Feature Limited Trial Access at any time and the Licensee agrees to comply with such restrictions.
6. Fees and payment
6.1. The Licensee shall pay the Licensor a fee of 449 USD a month and $0.05 per thousand impressions for the Services (the “License Fee”).
6.2. By registering an Account and purchasing the Services, the Licensee agrees to the Licensor, or the third party service providers appointed by the Licensor, storing the Licensee’s credit card information. The Licensee expressly agree that the Licensor is authorized to charge the Licensee: (i) the License Fee on a monthly basis, depending on the choice of License Period; (ii) any other fees for the Licensee’s use of the Services; and (iii) any applicable taxes in connection with the Licensee’s use of the Services, to the credit card provided and to reimburse the Licensor for all collection costs and interest in accordance with the Swedish Interest Act (Swe: Räntelagen) (1975:635) for any overdue payments.
6.3. The Licensee Fee will be charged on a 30-day basis or when the the account accumulated fees have reached $500.
6.4. All fees are non-refundable.
6.5. If a payment is not successfully processed, the Licensor retains the right to: (i) continue billing the Licensee and the Licensee agrees to remain responsible for any uncollected fees; or (ii) disable the Account, temporarily or permanently, with immediate effect and without any liability with regard to the Licensee.
6.6. All fees in the Fee Schedule iterated net of all taxes, including sales tax, use tax or value added tax as applicable. The Licensee shall pay any and all applicable taxes imposed or levied by any government or government agency.
7. The licensee’s obligations
7.1. The Licensee shall: (a) be solely responsible for the accuracy, integrity, and legality of all the Licensee’s uploaded content to the Services and the means by which it acquires and uses such content; (b) use the Services only in accordance with applicable laws, rules, regulations (including, without limitation, criminal statutes, intellectual property, data protection and privacy laws, rules and regulations) and any guidelines provided by the Licensor; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services; and (d) notify the Licensor in writing immediately of: (i) any unauthorized use of, or access to, the Services; or (ii) any notice or charge of non-compliance with any applicable law, rule or regulation asserted or filed against the Licensee.
7.2. The Licensee guarantees that the Licensee’s content (meaning any content uploaded to the Services by the Licensee) does not infringe the rights of third parties or violate applicable laws, rules, regulations and any guidelines provided by the Licensor. The Licensee guarantees that Licensee’s content does not contain (i) images of child pornography (ii) incitement to violent crime (iii) images of lethal or significantly harmful violence (meant to be understood as depicting actual events) (iv) libelous or slanderous statements regarding any person (v) hate speech (vi) any other content intended to cause harm or crate public unrest.
7.3. The Licensee agrees to indemnify and hold the Licensor harmless against any damages, penalties or other compensation payable and any cost or loss (including legal fees) incurred by the Licensor as a result of: (i) a breach of its undertakings in Section 7.2 (ii) any infringement of any other intellectual property right or trade secret arising from the use of the content uploaded to, transferred through, publicly posted, processed or entered into the Services; or (iii) the unlawful usage of any content uploaded to, transferred through, publicly posted, processed or entered into the Services.
7.4. In the event of the Licensee’s breach of these Terms, or if such a breach may be reasonably expected, the Licensor holds the right, at its own discretion, to temporarily or permanently disable the Account with immediate effect, without any notification or liability with regard to the Licensee.
8. The licensor’s obligations
8.1. The Licensor shall give the Licensee access to the Services, provided that the Licensee has paid the applicable fees.
9. Updates and modifications
9.1. The Licensor reserves the right, at its sole discretion, to make any modifications to the Services or particular features of the Services including but not limited to bug fixes, optimizations, improvements to the interface, etc. The Licensee is aware of and agrees that the Licensor’s updates and/or modifications may require the Licensor to temporarily suspend or limit the Licensee’s use of some or all of the Services. In such case the Licensor will exercise reasonable commercial efforts to notify the Licensee of any such interruptions or suspension of the Services, provided however, that Licensor will not have any liability for the failure of providing such notice or for any interruption or suspension of the Licensee’s access to the Services.
10. Limited Warranty
10.1. The Licensor shall perform its obligations under these Terms in a professional manner and warrants that the Services shall generally function in accordance with the specifications from time to time issued by the Licensor in respect of the Services. The Licensor is not responsible for defects caused by the Licensee, by a third party or by circumstances that the Licensor could neither reasonably have anticipated nor controlled. The Licensor does not warrant the compatibility of the Licensee’s software or hardware with the Services, that the Services will be available at all times or uninterrupted or error free. Nor does the Licensor’s responsibility cover defects caused by a virus or another security attack. The Licensor assumes no responsibility for loss of data entered in the Services by the Licensee. In addition to the above-mentioned warranty and other explicit provisions of these Terms, the Licensor does not provide any warranties or undertakings whatsoever, either express or implied, with respect to the Services, including quality, freedom from defects, performance, utility or suitability for a particular purpose.
11. Intellectual property
11.1. Intellectual property rights (“Intellectual Property”) shall for the purposes herein mean any and all (i) inventions and innovations; (ii) patents and patent applications and utility models and utility model applications (and any and all foreign counterparts, divisions, continuations, continuations-in-part, extensions, substitutions, renewals, registrations, revalidations, reissues, provisional applications of the before mentioned patents or patent applications); (iii) know-how, scientific, technical and other information, including proprietary developments, ideas, designs, concepts, techniques, processes, inventions, research materials, discoveries and research results (without regards to whether such information is confidential information or patentable or copyrightable); (iv) trademarks, company names, brands, copy-rights, designs, patterns, domains, patterns, circuitry pattern rights (including software rights), software rights, programing code related rights and database rights, confidential company information and trade secrets; (v) registered and unregistered (industrial) designs; (vi) other rights of similar character also including registrations and pending registrations of the before mentioned rights; and (vii) all relevant data and documentation in relation to the what is set out in (i) –(vi).
11.2. The Services and Software are the sole property the Licensor, including, but not limited to, all Intellectual Property with regard thereto and notwithstanding what is set out in 12.1 below, all data and metadata produced thereby. The Licensor reserves all rights not expressly granted to the Licensee. The Licensee is aware of that the Services comprises information that constitutes a business secret covered by the confidentiality provision contained in Section 13 (Confidentiality and data security).
12. Proprietary rights
12.1. The analytical results of the Services with regard to the Licencee’s content (the “Results”) shall be the property of Licensee. The Results shall not be deemed to be Confidential Information. The Licensee grants the Licensor a non-transferable, non-exclusive, irrevocable and permanent license to the Results, to be utilized by the Licensor at its discretion, provided the Licensor does not divulge the Results directly to any third party unless required to do so according to law, ordinance, court decision or stock exchange regulations or the like (however, third parties may benefit from improvements of the Services based on knowledge implemented by the Licensor into the Services with regard to the Results).
12.2. All content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Licensee shall remain the sole property of the Licensee or its respective legal owner. The Licensor shall have no liability for such content and the Licensor is solely responsible for the creation of all advertising material.
12.3. All content included in the Services which is not uploaded by the Licensee – and Intellectual Property referable to such material – are the property of the Licensor.
12.4. The Licensee expressly grants, to the Licensor, a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use any content provided by the Licensee for the purposes of providing the Services, or developing, maintaining, supporting, or improving the Services. The Licensee may elect not to have the content used for these limited purposes by notifying the Licensor in writing.
13. Confidentiality and data security
13.1. The Licensee shall not disclose Confidential Information (as defined below) that the Licensee receives from the Licensor.
13.2. “Confidential Information” means all information about the Services, the Software the content of these Terms and all other information – technical, commercial or of another nature – regardless of whether or not the information is documented, with the exception of: (i) information that is in the public domain or enters the public domain in a way other by a breach of these Terms, (ii) information that the Licensee was already aware of before the Licensee received it from the Licensor, (iii) information that the Licensee received from a third party without being bound by confidentiality in relation to the information, or (iv) information that the Licensee is liable to disclose according to law, ordinance, court decision or stock exchange regulations or the like.
13.3. In cases referred to under (iii) above, the Licensee is not entitled to disclose that the same information was also received from the Licensor.
13.4. The Licensee is obliged to ensure that employees, users and consultants, who may be assumed to come into contact with Confidential Information, are bound by the same confidentiality as the Licensee under these Terms.
13.5. The Licensee undertakes to, and undertakes to actively ensure that users with Profiles under its Account will, comply with applicable laws, rules, regulations and best industry practice regarding processing and storage of personal data and data security.
14.1. Upon the Licensee’s registration of an Account or a Profile thereunder, personal data may be requested such as name, telephone number and email address. The Licensor shall store and process the Licensee’s personal data for the purposes of providing, managing and controlling the Licensee’s use of the Services. The Licensee hereby consents to the Licensor’s storing and processing of personal data in accordance with the conditions of these Terms.
14.2. The information provided by the Licensee when using the Services shall be stored in the Licensor’s databases.
14.3. The Licensor may log all traffic in the Services. Such information shall not be disclosed to a third party, unless an obligation to disclose the information is prescribed by law, ordinance, court decision or stock exchange regulations or the like. However, such data may be utilized by the Licensor in order to improve the Services in general.
14.4. The Licensor is always entitled to take the technical and organizational measures necessary to ensure that the processing of personal data satisfies an adequate level of personal data protection and to ensure that personal data is processed in accordance with applicable law and regulations.
15. Limitation of liability
15.1. The Licensor’s aggregate liability for damages for a breach of these Terms is limited to twenty (20) percent of the total fee that the Licensee has paid to the Licensor in accordance with these Terms. The Licensor is not responsible for indirect damage of any kind, such as loss of production, loss of income or profit, loss of data or a claim based upon a third party claim.
15.2. The Licensee shall indemnify and hold the Licensor harmless for all costs expenses, damages (including third party claims) that arise for the Licensor as a consequence of the Licensee’s violation of the obligations or commitments prescribed by these Terms or in connection with the Licensee’s use of the Services. If a third party claim arises, the Licensee shall immediately inform the Licensor and give the Licensor the right to conduct the defense against the claim and cooperate as requested.
16. Term and termination
16.1. If the Licensee should breach these Terms the Licensor is entitled to terminate the Services with immediate effect without any liability with regard to the Licensee.
16.2. The Licensee can terminate their Subscription by notify the Licensor at any time.
17. Force majeure
17.1. Both Licensor and Licensee shall be relieved from liability for a failure to perform any obligation under these Terms during such period, and to the extent, that the due performance thereof by them is prevented by reason of any impediment beyond their control and that they could not reasonably have taken into account at the time hereof. If not otherwise shown, war, warlike hostilities, mobilization, general military call-up, civil war, terror attack, natural disaster, blizzard, fire, flood and general labour disturbances (such as but not limited to boycott, strike and lock-out) , shall be considered such an event as before mentioned.
17.2. If a Party wishes to invoke an event of force majeure, it shall give immediate notice to the other Party, failing which the Party shall not be discharged from liability for any non-performance. The time for performance of the relevant obligations of a Party shall be appropriately extended by the period, during which a situation of force majeure shall have continued, provided however, that if performance of a contractual obligation is prevented by a force majeure event for period of ten (10) months or more, each Party shall be entitled to terminate this Agreement with immediate effect.
18.1. These Terms represent the entire understanding and constitutes the whole agreement between the Licensor and the Licensee relating to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any director, officer, agent, employee or representative either party.
18.2. The Licensee may not assign or pledge its rights or obligations under these Terms, either entirely or in part, without the written consent of the Licensor.
18.3. The Licensor may amend these Terms and will notify the Licensee by e-mail to the registered Account before such amendment. Unless the Services are cancelled by the Licensee, in accordance with Section 16 (Term and termination) within fifteen (15) days from the Licensor’s notification, such amendment becomes effective thirty (30) days from the Licensor’s notification.
19. applicable law and Dispute resolution
19.1. This Agreement, and any non-contractual obligations arising in relation hereto, shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its conflict of law rules and principles.
19.2. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (the “Institute”), unless the Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Institute shall apply. In the latter case, the Institute shall also decide whether the arbitral tribunal shall be composed of one (1) or three (3) arbitrators, to be appointed by the Institute. The place of arbitration shall be Göteborg, Sweden. The arbitral proceedings shall be conducted in the English language, unless the Licensee has a registered address un Sweden, whereupon the proceedings shall be conducted in Swedish.
19.3. All arbitral proceedings conducted with reference to this arbitration clause shall be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other party. A party may however disclose such information in order to ensure its rights against another party in respect of the dispute or if a party is required to disclose such information by law, order any court, tribunal or other competent authority or pursuant to any applicable regulations of a stock exchange or other recognized market place. Should a party be required to disclose information then such party shall seek to consult with the other parties prior to disclosing such information.