Terms of Service and DPA

By creating an account, accepting these Terms electronically, subscribing to or using the Platform, the Customer agrees to be bound by these Terms, including any applicable subscription details, Data Processing Agreement (DPA) and policies expressly incorporated herein.

The Platform is intended exclusively for business and professional use. Any individual accepting these Terms on behalf of a Customer represents and warrants that they are duly authorised to bind that Customer.

The Customer shall ensure that all persons accessing the Platform through its account (Authorised Users) comply with these Terms and shall remain responsible for their acts and omissions.

Where the Parties have entered into a separate written Master Services Agreement, that agreement shall prevail over these Terms to the extent of any inconsistency concerning the services covered by it.

The Provider grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform for its internal business purposes during the applicable subscription period, subject to these Terms and the Customer's subscription plan.

The Platform enables the Customer to connect supported third-party affiliate accounts and other data sources, retrieve and consolidate relevant information, and generate business intelligence, analytics, reports and related insights.

The availability of particular features, integrations, data sources and functionality may depend on the Customer's subscription plan, technical compatibility and third-party service availability.

The Provider may develop, modify, enhance or replace Platform features, integrations and underlying technologies from time to time, provided that such changes do not materially diminish the overall core functionality of the subscribed services. Where a change materially reduces such functionality, the Provider shall use reasonable efforts to provide advance notice.

The Provider may use affiliates, contractors and third-party service providers in delivering the Platform and shall remain responsible for its contractual obligations, subject to these Terms and applicable law.

The Customer shall provide accurate registration and account information, maintain the confidentiality of its access credentials and promptly notify the Provider of any suspected unauthorised account access.

The Customer represents and warrants that it has all necessary rights, permissions and authorisations to connect third-party accounts, provide credentials, submit or make available data, and authorise the Provider to access, retrieve and process such information through the Platform.

The Customer shall ensure that its use of the Platform and connected data sources complies with applicable laws, contractual obligations and third-party platform requirements.

The Customer shall not, directly or indirectly:

1. (a)reverse engineer, decompile, copy or attempt to derive the source code or underlying technology of the Platform;
2. (b)resell, sublicense, commercially exploit or provide unauthorised third-party access to the Platform;
3. (c)interfere with the Platform's security, integrity or operation, or attempt to circumvent access restrictions;
4. (d)use the Platform or its outputs to develop competing software or train artificial intelligence or machine learning models without the Provider's prior written consent; or
5. (e)use the Platform for unlawful, fraudulent or otherwise unauthorised purposes.

The Customer remains responsible for the accuracy and lawfulness of information it provides, its account configuration and the actions of its Authorised Users.

The Customer acknowledges that the Platform retrieves, processes and presents information originating from third-party affiliate networks, advertising platforms and other external sources (Third-Party Data).

The completeness, accuracy, availability and timeliness of Third-Party Data depend on external systems, reporting practices, access permissions and other factors beyond the Provider's reasonable control.

The Provider shall not be responsible for inaccuracies, omissions, discrepancies, delays or interruptions attributable to Third-Party Data or third-party systems, including changes to their interfaces, access requirements, reporting methodologies or availability.

The Provider may modify, suspend or discontinue an integration where reasonably necessary due to technical incompatibility, security concerns, changes imposed by the relevant third party, legal requirements or other circumstances beyond its reasonable control.

The Customer authorises the Provider to use the credentials, permissions and technical connections supplied or enabled by the Customer solely as reasonably necessary to provide the relevant Platform functionality, subject to applicable data protection obligations.

The Customer is responsible for maintaining its contractual relationship with connected third-party platforms. The Provider is not a party to, and does not assume responsibility for, agreements between the Customer and those platforms.

Access to the Platform is provided under the subscription plan selected by the Customer. Applicable fees, billing periods, features and subscription conditions shall be those presented to the Customer at the time of subscription or otherwise agreed in writing.

Unless otherwise specified at checkout or the time of the agreement on such terms, subscriptions renew automatically for successive periods equal to the initial billing period until cancelled. The Customer may cancel renewal through its account settings or another cancellation method made available by the Provider. Cancellation takes effect at the end of the current paid subscription period.

Subscription fees are payable in advance, are exclusive of applicable taxes and, except where required by law or expressly agreed otherwise, are non-refundable. No refunds or credits shall be due for partial subscription periods, unused functionality or Customer-initiated cancellation.

The Customer authorises the Provider and its designated payment processors to charge the applicable fees using the payment method provided. The Customer shall maintain valid payment information at all times.

The Provider may suspend or restrict access where payment remains outstanding following reasonable notice. The Provider may charge applicable interest or recovery costs on overdue amounts to the extent permitted by law.

The Provider may revise subscription fees upon reasonable advance notice. Any increase shall apply from the next renewal period, unless otherwise agreed. The Customer may avoid the increase by cancelling before renewal.

Any free trials, promotional access or complimentary features may be subject to additional conditions communicated at the time of the offer.

The Provider and its licensors retain all rights, title and interest in the Platform, including its software, technology, algorithms, methodologies, designs, documentation, trademarks, know-how and all modifications, developments and improvements thereto.

Except for the limited access rights expressly granted under these Terms, no intellectual property rights are transferred or licensed to the Customer.

The Customer retains ownership of its pre-existing data, materials and information (Customer Data). The Customer grants the Provider a non-exclusive right to access, host, retrieve, process, transmit and otherwise use Customer Data to the extent reasonably necessary to provide, maintain, secure and support the Platform and its authorised functionality.

The Customer may provide suggestions, recommendations, ideas or other feedback concerning the Platform (Feedback). The Provider may freely use and incorporate such Feedback without restriction or compensation. To the extent any intellectual property rights subsist in Feedback, the Customer grants the Provider a perpetual, irrevocable, worldwide, transferable, sublicensable and royalty-free licence to use, modify, develop and commercialise it.

All developments, enhancements and improvements to the Platform, including those arising from Feedback, shall belong exclusively to the Provider. The provision of Feedback shall not confer upon the Customer any ownership, compensation or other proprietary rights in such developments.

The Provider may use aggregated or irreversibly anonymised information derived from Platform operations for service improvement, statistical analysis and product development, provided that such use does not disclose Customer Confidential Information or permit identification of the Customer or any individual, and complies with applicable law.

Each Party shall protect the other Party's non-public commercial, technical and business information (Confidential Information) using reasonable care and shall not disclose it except as necessary to perform its obligations, exercise its rights under these Terms or comply with applicable law.

Customer Confidential Information includes non-public affiliate account information, credentials, revenue and performance statistics, financial information, business analytics and other commercially sensitive Customer Data, irrespective of whether such information constitutes personal data.

Confidentiality obligations shall not apply to information that is publicly available without breach, independently developed without use of Confidential Information, lawfully received from another source without restriction, or already lawfully known to the receiving Party.

The Provider shall implement and maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, disclosure, alteration, destruction or loss, including appropriate encryption, access controls, secure transmission and monitoring.

The Provider may modify its security measures and infrastructure, provided that the overall level of protection is not materially diminished. Enhanced security functionality, including Zero Knowledge features, applies only where included in the Customer's subscription plan.

Neither Party shall disclose the other's Confidential Information to third parties except to personnel, professional advisers, affiliates and service providers who reasonably require access and are subject to appropriate confidentiality obligations, or where disclosure is legally required.

These confidentiality obligations shall survive termination for five (5) years, and for trade secrets for as long as they remain protected as trade secrets under applicable law.

Each Party shall comply with its respective obligations under applicable data protection legislation, including the Gibraltar GDPR and, where applicable, the EU GDPR.

Where the Provider processes personal data on behalf of the Customer, such processing shall be governed by the Provider's applicable Data Processing Agreement (DPA), incorporated into these Terms by reference. The DPA shall prevail in respect of conflicting provisions concerning such processing.

The Customer is responsible for establishing the lawful basis for processing personal data made available through its use of the Platform and for providing any required notices and obtaining necessary permissions.

The Provider may engage subprocessors and other service providers in accordance with the DPA and applicable Data Protection Laws.

Following termination of the subscription, Customer Data shall be retained, returned or deleted in accordance with the applicable DPA, the Provider's retention procedures and applicable law. Unless earlier deletion is required or requested in accordance with the DPA, the Provider's standard account deletion process may result in deletion of the account and associated data after ninety (90) days.

The Provider may retain information where required by law or reasonably necessary to establish, exercise or defend legal claims, subject to applicable Data Protection Laws and any mandatory deletion obligations.

The Provider shall use commercially reasonable efforts to maintain the Platform's availability, security and functionality.

The Customer acknowledges that temporary interruptions, maintenance, technical issues or variations in performance may occur in the ordinary course of operating an online service.

The Provider may perform maintenance, updates, security improvements and other operational activities as reasonably necessary. Where practicable, the Provider shall seek to minimise material disruption to subscribed services.

Unless expressly agreed in a separate service level agreement, the Provider does not guarantee any particular level of uptime, uninterrupted operation or availability of individual third-party integrations.

The Platform provides business intelligence, reporting and analytical tools intended to assist the Customer in understanding and evaluating its business performance.

The Customer acknowledges that reports, calculations, analytics and other outputs may depend on the completeness, accuracy and availability of Customer Data and Third-Party Data.

The Customer retains responsibility for interpreting and using the Platform's outputs and for all financial, commercial, operational and strategic decisions made in connection with its business.

The Provider shall not be responsible for business results, commercial performance, investment decisions, revenue expectations or other outcomes arising from the Customer's interpretation or use of Platform outputs, to the fullest extent permitted by applicable law.

The Platform does not constitute financial, legal, regulatory or other professional advice.

Where the Customer enables AI-assisted features, relevant prompts and information may be processed by designated third-party AI service providers as necessary to deliver the requested functionality, subject to applicable data protection and confidentiality requirements.

AI-generated responses may contain inaccuracies, omissions or incomplete information. The Customer shall exercise appropriate judgement when using such responses for business purposes.

The Provider may modify, restrict or discontinue AI functionality where reasonably necessary for technical, security, legal or operational reasons.

Each Party represents that it has the legal capacity and authority to enter into and perform its obligations under these Terms.

The Provider shall exercise commercially reasonable care and skill in providing the Platform.

Except as expressly stated in these Terms, and to the fullest extent permitted by applicable law, the Provider excludes implied warranties and conditions, including warranties concerning fitness for a particular purpose, uninterrupted availability and the accuracy or completeness of Third-Party Data.

Nothing in these Terms shall be interpreted as a guarantee of any particular commercial, financial or operational result from the Customer's use of the Platform.

Nothing in these Terms shall exclude or restrict liability for fraud, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or restricted.

Subject to Clause 13.1, the Provider shall not be liable for any loss of profits, revenue, anticipated savings, business opportunities, goodwill or business interruption, or for any indirect, incidental, special or consequential losses arising out of or in connection with the Platform or these Terms.

Subject to Clause 13.1, the Provider shall not be liable for losses arising from inaccuracies, omissions, delays or unavailability of Third-Party Data; failures of external systems; the Customer's unauthorised or improper use of the Platform; or commercial decisions made in reliance on Platform outputs, except to the extent directly caused by the Provider's breach of an obligation that cannot lawfully be excluded.

Subject to Clause 13.1, the Provider's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), misrepresentation or otherwise, shall not exceed the total subscription fees paid or payable by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations and exclusions in this Clause apply to the fullest extent permitted by applicable law and shall not restrict mandatory rights or remedies under applicable Data Protection Laws.

The Customer shall indemnify and hold harmless the Provider, its affiliates and their respective directors, officers, employees and representatives against third-party claims, losses, damages and reasonable legal costs arising from:

1. (a)the Customer's unlawful use of the Platform;
2. (b)the Customer's breach of its representations concerning rights to access, provide or process Customer Data or third-party accounts;
3. (c)infringement of third-party rights by Customer Data or materials supplied by the Customer; or
4. (d)the Customer's material breach of these Terms,

in each case except to the extent caused by the Provider's own breach, negligence or unlawful conduct.

The Provider shall give the Customer reasonably prompt notice of an indemnified claim and reasonable cooperation in its defence. The Customer shall not agree to any settlement imposing obligations on the Provider without its prior written consent.

The Customer may cancel its subscription in accordance with Clause 5. Cancellation shall prevent further renewal but shall not ordinarily entitle the Customer to a refund for the current paid period.

The Provider may suspend or restrict access immediately where reasonably necessary due to security concerns, suspected unlawful activity, unauthorised use, non-payment, material breach of these Terms or risks to the Platform or other customers.

The Provider may terminate the Customer's subscription for material breach where the breach remains unremedied for fourteen (14) days following written notice, or immediately where the breach is incapable of remedy or continued access would create a material security, legal or operational risk.

The Provider may discontinue the Platform or terminate a subscription for legitimate business or operational reasons upon reasonable prior notice. Where the Provider terminates a paid subscription for convenience before the end of the prepaid period, the Customer shall receive a pro rata refund of prepaid fees attributable to the unused period.

Upon expiry or termination, the Customer's access rights shall cease, and the Provider may disable the account and associated functionality. Data retention and deletion shall be governed by Clause 8 and the applicable DPA.

Termination shall not affect accrued rights or obligations. Provisions relating to intellectual property, confidentiality, liability, indemnification, governing law and other provisions intended by their nature to survive shall remain effective.

The Provider may amend these Terms from time to time to reflect changes in the Platform, business operations, legal requirements or commercial arrangements.

Material changes shall be communicated through the Platform and on this page or by email or by another reasonable method before taking effect, except where immediate changes are reasonably necessary for legal or security reasons.

Continued use of the Platform after the effective date of amended Terms shall constitute acceptance where permitted by applicable law. Where express acceptance is required, the Provider may request renewed electronic acceptance.

Entire Agreement. These Terms, together with the applicable subscription details, DPA and any expressly incorporated policies, constitute the entire agreement concerning the Platform and supersede prior discussions or understandings relating to their subject matter, unless otherwise expressly agreed in writing.

Assignment. The Customer may not assign or transfer its rights or obligations without the Provider's prior written consent. The Provider may assign these Terms to an affiliate or in connection with a merger, restructuring, sale of business or transfer of relevant assets, subject to applicable law.

Force Majeure. Neither Party shall be liable for delays or failures resulting from circumstances beyond its reasonable control, including natural disasters, government actions, widespread internet or infrastructure failures, cyberattacks not resulting from its failure to comply with applicable security obligations, or interruptions affecting third-party services. This provision shall not excuse payment obligations already due.

Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

No Waiver. Failure or delay in exercising any right shall not constitute a waiver of that right.

Independent Parties. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the Parties.

Third-Party Rights. Except where expressly stated, no person other than the Parties shall have the right to enforce these Terms.

Electronic Acceptance. These Terms may be accepted electronically or by use of the Platform, and such acceptance shall have the same contractual effect as a signature to the extent permitted by applicable law.

Governing Law and Jurisdiction. These Terms shall be governed by the laws of Gibraltar, and the courts of Gibraltar shall have exclusive jurisdiction over disputes arising from them, without prejudice to the Provider's right to seek urgent injunctive or protective relief in any competent jurisdiction.

This DPA governs the processing of Personal Data by the Provider on behalf of the Customer in connection with the provision, operation and use of the Platform.

For the purposes of this DPA, the Customer acts as Controller and the Provider acts as Processor in respect of Personal Data processed on the Customer's behalf. Where the Customer acts as a processor for another controller, the Provider shall act as its subprocessor, and the Customer shall ensure that it has the necessary authority to appoint the Provider.

The Parties shall comply with their respective obligations under the Gibraltar General Data Protection Regulation, the Data Protection Act 2004 and, where applicable, Regulation (EU) 2016/679 and other applicable data protection legislation (collectively, Data Protection Laws).

Capitalised terms not defined in this DPA shall have the meanings given in the Terms or applicable Data Protection Laws.

This DPA applies exclusively to Personal Data processed by the Provider on behalf of the Customer. It does not govern processing for which the Provider acts as an independent Controller, including its own account administration, billing, security administration, marketing and compliance activities, which shall be governed by applicable Data Protection Laws and the Provider's Privacy Policy.

In the event of any inconsistency between this DPA and the Terms, this DPA shall prevail solely in relation to the processing of Personal Data on behalf of the Customer.

The Provider shall process Personal Data only on documented instructions from the Customer, including the Terms, this DPA, the Customer's authorised configuration and use of the Platform, and any subsequent lawful written instructions, unless otherwise required by applicable law. Where legally permitted, the Provider shall inform the Customer of such legal requirement before processing.

The Customer shall be responsible for:

1. (a)determining the purposes and lawful basis of processing;
2. (b)ensuring that Personal Data provided or made accessible through the Platform has been lawfully collected and may lawfully be processed;
3. (c)providing all required privacy notices and obtaining any necessary consents, permissions or authorisations;
4. (d)ensuring that its processing instructions comply with applicable Data Protection Laws; and
5. (e)ensuring that it is authorised to disclose or make available Personal Data originating from connected affiliate platforms and other third-party sources.

The Provider shall promptly inform the Customer if, in its opinion, an instruction infringes applicable Data Protection Laws. The Provider may suspend the affected processing pending clarification or amendment of that instruction.

The Provider shall not be required to comply with instructions that are unlawful, technically infeasible or outside the scope of the subscribed services. Where a lawful instruction is outside the Platform's existing functionality, the Parties shall agree on a reasonable method of implementation, without limiting the Provider's mandatory obligations under Data Protection Laws.

The subject matter, duration, nature and purpose of processing, categories of Data Subjects and types of Personal Data are described in Annex A.

The Provider shall ensure that persons authorised to process Personal Data are subject to appropriate contractual or statutory confidentiality obligations.

The Provider shall implement and maintain appropriate technical and organisational measures in accordance to law applicable.

The Provider's principal security measures are described in Annex B. The Provider may modify, update or replace such measures, provided that the overall level of protection is not materially diminished and applicable legal requirements continue to be satisfied.

The Customer acknowledges that the Platform may offer different security configurations depending on the applicable subscription plan. Enhanced security features, including Zero Knowledge functionality, shall apply only where expressly included in the Customer's subscription.

The Customer shall remain responsible for the appropriate configuration of its account, management of Authorised Users and protection of credentials and access permissions within its control.

The Customer grants the Provider general written authorisation to engage third-party subprocessors (Subprocessors) for the provision, operation, hosting, maintenance, security and support of the Platform.

The Provider shall maintain an up-to-date list of its Subprocessors and make such list available to the Customer upon written request. The Provider shall inform the Customer of any intended additions or replacements of Subprocessors, providing the Customer with a reasonable opportunity to object on legitimate data protection grounds.

The Provider shall provide reasonable advance notice of intended additions or replacements of Subprocessors, including through a published update and a notification mechanism made available to the Customer. The Customer may object on reasonable and substantiated data protection grounds within fourteen (14) days of such notice.

Where the Customer raises a valid objection, the Parties shall seek a commercially reasonable resolution. If no reasonable resolution is available, the Provider may discontinue the affected functionality or terminate the relevant services, with a pro rata refund of prepaid fees for any terminated unused service period.

The Provider shall impose on each Subprocessor written data protection obligations providing a level of protection substantially equivalent to the applicable obligations under this DPA, including appropriate confidentiality and security requirements.

The Provider shall remain responsible to the Customer for the performance of its Subprocessors' data protection obligations as required by applicable Data Protection Laws.

The Provider shall ensure that transfers of Personal Data to countries or territories requiring additional safeguards under applicable Data Protection Laws are conducted in accordance with the relevant international transfer requirements.

Where necessary, the Parties shall implement or cooperate in implementing appropriate transfer mechanisms, including applicable adequacy arrangements, standard contractual clauses, recognised addenda or other lawful safeguards.

The Customer authorises international processing and transfers that are necessary for the provision of the Platform, provided that such processing and transfers comply with this DPA, the Customer's documented instructions and applicable Data Protection Laws.

The Provider shall not be required to disclose confidential commercial arrangements or security-sensitive information relating to its service providers, except to the extent necessary to demonstrate compliance with applicable legal requirements.

The Provider shall maintain appropriate procedures for identifying, assessing, managing and responding to Personal Data Breaches.

The Provider shall notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed on the Customer's behalf.

Such notification shall include information reasonably available to the Provider concerning the nature of the breach, its potential consequences and the measures taken or proposed to address it, to the extent required by applicable Data Protection Laws. Information may be provided in stages as it becomes available.

The Provider shall take appropriate measures to contain, investigate and mitigate the effects of the breach and shall provide reasonable cooperation to the Customer in fulfilling its applicable legal obligations.

Notification of a Personal Data Breach shall not, in itself, constitute an admission of fault, liability or breach of this DPA.

Taking into account the nature of processing, the Provider shall assist the Customer, through appropriate technical and organisational measures insofar as reasonably possible, in responding to requests by Data Subjects exercising their rights under applicable Data Protection Laws.

Where the Provider receives a request directly concerning Personal Data processed on behalf of the Customer, it shall promptly notify the Customer, unless prohibited by law, and shall not respond substantively except on the Customer's instructions or as legally required.

The Provider shall provide reasonable assistance to the Customer in fulfilling its obligations concerning data security, Personal Data Breach notifications, data protection impact assessments and prior consultations with supervisory authorities, taking into account the nature of processing and information available to the Provider.

The Provider may satisfy its assistance obligations through existing Platform functionality, available documentation and reasonable technical support, supplemented where necessary to comply with applicable law.

Where the Customer requests substantial assistance beyond the Provider's ordinary services and mandatory obligations, the Parties may agree on reasonable additional charges, provided that such charges do not prevent compliance with applicable Data Protection Laws.

The Provider shall retain Personal Data processed on behalf of the Customer only for the duration necessary to provide the services, subject to documented instructions and applicable legal requirements.

Upon termination or expiry of the Customer's subscription, the Provider shall, at the Customer's choice, return or delete Personal Data processed on its behalf and delete existing copies, unless retention is required by applicable law.

The Customer may communicate its choice through available Platform functionality or by written request. Where no choice has been communicated, the Provider shall notify the Customer of the available options through its account closure process and may proceed with deletion in accordance with its standard retention schedule, subject to applicable Data Protection Laws.

Unless an earlier deadline is required by applicable law or agreed between the Parties, the Provider shall complete the requested return or deletion within thirty (30) days following receipt of the Customer's instruction, subject to the technical requirements of the applicable process.

In the absence of an earlier valid instruction, the Provider's standard account deletion process shall ordinarily result in deletion of the account and associated Personal Data no later than ninety (90) days following subscription termination.

Personal Data contained in routine backups may be retained until deletion under established backup retention cycles, provided that it remains appropriately protected, is not used for ordinary operational purposes and is deleted within the applicable retention period, subject to mandatory legal requirements.

The Provider may retain Personal Data where and to the extent required by applicable law. Such retained data shall remain subject to appropriate confidentiality, security and processing restrictions.

The liability limitations and exclusions set out in the Terms shall apply to this DPA to the fullest extent permitted by applicable law.

Nothing in this DPA shall exclude or restrict any liability, statutory right, regulatory power or remedy that cannot lawfully be excluded or restricted.

This DPA shall remain in force for as long as the Provider processes Personal Data on behalf of the Customer, including any period necessary to complete applicable return, deletion or other surviving obligations.

The Provider may update this DPA where reasonably necessary to reflect changes in applicable law, regulatory requirements or processing arrangements, subject to the amendment provisions of the Terms and any mandatory legal requirements.

This DPA shall be governed by the laws of Gibraltar, without prejudice to the application of mandatory Data Protection Laws and the powers of competent supervisory authorities.