Thank you for your interest in these Terms of Service ("Terms"). These Terms are a legal agreement between you and AdUp, covering your use of our website (www.adup.io) and our AI Checkout Software as a Service ("SaaS"), collectively known as our "Services."
1. ABOUT US
We are AdUp, located in Amsterdam, Netherlands. You can reach us at support@adup.io. These Terms were last updated on Wednesday, 4th June, 2025. AdUp's name, marks, and images are our registered trademarks and copyrights. Our Privacy Policy and Cookie Policy are also part of these Terms.
2. GENERAL TERMS
By using our Services, you agree to these Terms. We grant you a revocable, non-exclusive license to use our Services. We may change these Terms and will notify you if we do. If you don't agree, you must not use our Services. We can, at our discretion, refuse or suspend your access, or modify our Services at any time without notice.
3. YOUR ACCOUNT
When you register for an Account and use our Services, you confirm:
3.1. You are at least 18 years old.
3.2. You have read and agree to these Terms.
3.3. All users of your Account will also follow these Terms. You are responsible for your Account's confidentiality and all activities under it. We are not responsible for any loss due to unauthorized or fraudulent use of your Account.
4. SAAS LICENSE
Upon payment, we grant you a personal, non-exclusive, non-transferable right to access and use our SaaS within the limits of your chosen plan. This license is solely for your internal business use.
5. AVAILABILITY
While we aim for continuous access, we don't guarantee 100% availability and are not liable for downtime. Service availability depends on your plan's usage limits and scheduled maintenance. We'll notify you of planned and unplanned outages expected to last over four hours.
6. SUBSCRIPTION
6.1. Our Services require subscription fees, which will be shown in our pricing plan.
6.2. Recurring Subscriptions: These automatically renew. By purchasing, you authorize us to charge fees at the start of your subscription and on each renewal date.
6.3. Fees must be paid by their due date. Late payments may lead to suspension or termination of your access.
6.4. We may change fees, providing advance notice for recurring fees. Your continued use means you accept the new fees.
6.5. You are responsible for any applicable taxes.
6.6. Use our specified payment methods. We are not liable for issues with third-party payment providers.
6.7. Generally, no refunds are given if you terminate your Account. If you cancel a subscription, you can still access it until your current period expires.
7. END OF LIFE (EOL)
We can discontinue a Service at our discretion, providing 3 months' notice. If you prepaid, we'll try to transition you to a similar service or, by agreement, continue limited access without uptime guarantees or updates.
8. SERVICE LEVELS AND SUPPORT
We'll make reasonable efforts to provide technical support for our Services, governed by a fair use principle. We are not obligated to support third-party items, altered Services, or if you haven't followed our instructions. Our response time for technical support is generally within 72 hours.
9. PROPRIETARY RIGHTS
We own all intellectual property rights in our Services. You are licensed to use them according to these Terms, but you don't own the underlying intellectual property (like patents, copyrights, trademarks).
10. PROVIDING DATA
10.1. You confirm that any data you upload to our Services complies with our Privacy Policy and all applicable laws (including UAVG and GDPR).
10.2. You are fully responsible for your uploaded data. We are not liable for its content, accuracy, or loss (you should keep your own records).
10.3. We use your uploaded content only to provide the Services, fulfill our obligations, and for purposes agreed upon. We won't disclose it unless legally required.
10.4. We may use anonymized uploaded content for data analytics, service development, or machine learning to improve our Services.
10.5. We can disclose your identity to third parties claiming your content violates their rights.
11. END USER DATA
11.1. You own all rights to your end user's data and are solely responsible for its legality, reliability, and quality. When we process your end user's data on your behalf, you are the data controller, and we are the data processor.
11.2. You agree that your end user's data may be transferred or stored outside the Netherlands/EEA to provide our Services.
11.3. You must ensure you have the right to transfer this data to us, and that relevant third parties have consented to such processing and transfer.
11.4. We will process personal data only according to these Terms and your lawful instructions. Both parties will take appropriate security measures.
12. THIRD-PARTY PROVIDERS
Our Services may allow you to access or interact with third-party websites and services. You do so at your own risk. We are not responsible for the content, use, or any transactions with these third parties.
13. ADUP'S OBLIGATIONS
We will perform our Services with reasonable skill and care, as described. If the Services don't conform, we'll use reasonable efforts to correct them or provide an alternative. However, we don't guarantee uninterrupted or error-free service, nor that it will meet all your requirements. We are not responsible for delays or issues due to internet or network problems. We can enter similar agreements with third parties and independently develop similar services. We maintain all necessary licenses for our obligations.
14. YOUR OBLIGATIONS
You must:
14.1. Cooperate with us and provide necessary information (including end-user data, security access).
14.2. Comply with all applicable laws and regulations.
14.3. Perform your responsibilities promptly (delays may affect our timetable).
14.4. Ensure authorized users follow these Terms.
14.5. Obtain and maintain necessary licenses for us to perform our obligations.
14.6. Ensure your network and systems meet our specifications.
14.7. Be solely responsible for your network connections and any problems arising from them or the internet.
15. PROHIBITED USES
You must use our Services only for lawful purposes. You may not:
15.1. Break any laws or regulations.
15.2. Engage in unlawful or fraudulent activities.
15.3. Upload or transmit material that doesn't meet our content standards or contains viruses or harmful code.
15.4. Reproduce, duplicate, copy, or resell any part of our Services.
15.5. Access without authority, interfere with, damage, or disrupt any part of our Services, equipment, network, or software.
16. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in our Services belong to us; they are licensed, not sold, to you. Any IP rights in content you upload remain yours or their owners'. You grant us a royalty-free license to use your uploaded content for providing Services, promotion, administration, and improving Services. You have no right to access our Services' source code.
17. WARRANTIES
We provide our Services and website "as is" and "as available." We don't guarantee that our Services will be error or virus-free, always correct, or suitable for all purposes. We disclaim all implied warranties to the fullest extent allowed by law.
18. LIMITATION OF LIABILITY
We are not liable for the completeness or accuracy of content on our Services. Your use is at your sole risk. We are not liable for specific business losses (e.g., loss of profits, data, business interruption) or any indirect/consequential loss. Nothing in these Terms limits our liability for death, personal injury, or fraud. These Terms define our full obligations regarding service supply.
19. INDEMNITY
You agree to protect us (and our team) from any claims, losses, or expenses resulting from your actions, defaults, or omissions, including breaches of these Terms or laws, or your use of our Services.
20. FORCE MAJEURE
We are not liable for delays or failures caused by events beyond our reasonable control (e.g., strikes, natural disasters, utility failures, war, government orders). We will notify you of such events.
21. CORRECTIONS
We reserve the right to correct any errors, inaccuracies, or omissions on our website (including pricing or descriptions) and to change or update information at any time without prior notice.
22. OTHER IMPORTANT TERMS
22.1. We can transfer our rights and obligations to another organization, but your rights under these Terms won't be affected.
22.2. You can only transfer your rights or obligations with our written agreement.
22.3. These Terms do not create a joint venture, partnership, agency, or employment relationship.
22.4. These Terms represent the entire agreement between us, superseding all prior agreements.
22.5. If we don't immediately enforce any part of these Terms, it doesn't mean we've waived our rights.
22.6. If any part of these Terms is deemed unlawful, the rest remains valid.
22.7. These Terms are governed by the law of the Netherlands. We agree to try to resolve disputes through good-faith discussions for 60 days; if unresolved, disputes will be exclusively handled by the courts of Amsterdam.