Terms of Use

Last updated 8 June 2026 · EBPL

These 'Terms of Use' ("Terms"/ "ToU") govern the use of the Portal and/or of the Services by user or Visitor. You should read these Terms in entirety before you proceed to accessing Services or explore or visit the Portal. These Terms of Use must be read in conjunction and together with the Privacy Policy, available at: www.markhive.ai/privacypolicy

By accessing our Services or by visiting, accessing or using the Portal, in part or full, you expressly agree and consent to be bound by the terms of these Terms. You agree to be bound by these Terms. If you do not accept this ToU in its entirety, you must not access, visit or use the Portal or the Services.

If you agree to this ToU on behalf of an entity, company, limited liability partnership, partnership firm, or agency, or in connection with providing services on behalf of an entity or agency, you represent and warrant that you have the authority to bind that entity or agency to this ToU and agree that both you and that entity or agency shall be bound by this ToU. In that event, “You”, “User" or “Your” will refer and apply to you and that entity or agency.

Subject to the conditions set forth herein, Company may, in its sole discretion, amend these Terms and any of the other agreements that comprise these Terms at any time by posting a revised version on the Portal.

  1. PORTAL

EBPL, a company registered under the Companies Act, 2013, (referred to as “the Company” or “Company” or “us” or “our” or “we”) is the registered owner of the brand name ‘HIVE’ and the website www.markhive.ai, sub-pages and mobile application in name of ‘HIVE’ (referred to as “Portal”). These Terms govern the use of the Portal and use of the services provided on the Portal. It is recommended that these Terms are read and understood carefully before accessing the Portal. Visiting, accessing or using the Portal or any service on the Portal is deemed to be the acceptance by the User of these Terms. Company reserves the right to amend, modify, change, delete part of these Terms, any time, by way of posting such amended Terms on the Portal, without any prior notice to anyone.

Some of the sections and/or services provided on the Portal may be subject to additional terms, rules and regulations which are either set out below or stipulated at appropriate places on the Portal.

  1. USER

    The terms You, Your, User, Visitor, shall mean and include each natural or legal person visiting, accessing, browsing, downloading or using the Portal, in any manner whether as registered User or otherwise.

    By accessing or using the Portal or registering to use the Services or using the Services or making payment for the Services, You represent and warrant that:-

  1. You are at least 18 years of age or have attained the age of majority under the laws applicable to You.

  2. You are competent to enter into legally binding contracts in accordance with the law applicable to You.

  3. You are not barred from, restricted or prevented under any applicable law or by any order of court of law or competent authority or by any contractual provisions from entering into contracts or from use of Portal and/or availing the Services or from use of websites similar to the Portal or services similar to the Services provided through Portal.

    The Company reserves the right to, in its sole discretion to suspend or terminate access to the Portal or Services if it becomes aware or has reasonable grounds to believe that a User does not meet the eligibility criteria set out here or if the User is ineligible to use the Portal/Services for any other valid reason.

  1. SERVICES

    The Company provides, through its Artificial Intelligence assisted Portal, a bundle of services aimed at handling the marketing of the Users and/or their products or services and all such services may be accessed by Users upon registration on the Portal (collectively the "Services"). These ToU shall apply to and govern the use of all such Services. Some Services may be subject to special terms and conditions specifically applicable to such Services ("Special Terms"). Where applicable, the User shall be apprised of and notified of such Special Terms, if applicable either by way of incorporation of such Special Terms by reference in these ToU or by way of reproduction of such Special Terms herein on by link to such Special Terms provided in these ToU or at suitably prominent locations on the Portal.

    Though the Company continually updates, modifies or enhances the Services and specific features thereof, to provide the best experience to its Users, an indicative list of Services is provided below:-

The Company shall provide the User with access to its AI-driven platform for "Creative Intelligence & Analysis, which may include:

This Service comprises technology-enabled and/or AI-assisted campaign management solutions for digital marketing and customer outreach activities of the User, which may include:

This Service enables the User to access AI-assisted and technology-enabled tools and solutions for generation, drafting, modification, optimisation and management of content for marketing, communication and business purposes. The scope of the Service may include:

User may use the AI-assisted and technology-enabled strategic research, business intelligence and analytical insights relating to the User’s business, digital presence, customers, market positioning and marketing activities. The Strategic Insights & Research Service may include:

Company provides automated, AI-assisted and technology-enabled reporting and analytics solutions relating to the User’s campaigns, website, digital presence, customer engagement and marketing activities. The Reporting & Analytics Service may include:

Users may access AI-assisted and technology-enabled performance marketing solutions for optimisation, management and enhancement of the User’s digital advertising and customer acquisition activities. The Service may include:

  1. SCOPE OF SERVICES

    The descriptions, features, functionalities, capabilities, examples, scope, nature of Services provided above and anywhere else in these Terms, are only illustrative, indicative and have been stipulated for general informational purposes only. The exact scope, nature, availability, limitations, specifications, deliverables, features, functionalities of each Service shall be displayed, described or communicated on the Portal. Such deliverables of each Service shall be communicated to the User under the relevant Services section, dashboard, subscription plan, order page, feature listing or related interface at the time the User accesses, subscribes to or uses such Service.

    Users are advised to carefully review the applicable Service descriptions, feature listings, subscription details, pricing plans, technical requirements and related disclosures available on the Portal before subscribing to, purchasing or using any Service.

    The User acknowledges and agrees that not all features, functionalities, integrations, tools, outputs or deliverables described in relation to a particular Service may be available to every User, subscription tier, plan, geography, device, integration, campaign or use-case;

    The Company may add, remove, modify, suspend, discontinue or update any aspects, features, functionalities, capabilities, integrations of the Services, at any time. Company may suspend or permanently withdraw any or more Services set out herein. The Company shall endeavour to notify the Users in advance of such changes, modifications, removals or discontinuations, suspension, withdrawal unless such changes etc are necessary part of product development, enhance the User experience, are required in order to be compliant with applicable laws and regulations or any technical compliance requirements.

    User understands and agrees that Company may access or employ various third-party applications, programs, databases, and services (collectively, "Third-Party Services") and APIs provided by such third-party to provide the Services to the User.

    Notwithstanding anything in these ToU, the User agrees that the Services may be subject to the availability of such Third-Party Services and APIs. And Company will not be responsible for: (a) the unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from such Third-Party Services or APIs; and (b) any in default of its obligations under these Terms because of such unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services or APIs.

  1. USER INFORMATION

In order to access or avail Services, User may be required to furnish information, materials, documents, data, records, contents, creatives, prompts, instructions, commands, queries, responses, feedback, outputs, analytics, reports, insights, recommendations, campaigns, advertisements, media files, audio-visual materials, customer data, business data, metadata, behavioural data, usage data, generated content, AI-generated outputs, derivative materials, communications, credentials, permissions, integrations, access rights, API data, account information and all other data or material of any nature whatsoever, whether raw, processed, generated, inferred, uploaded, submitted, transmitted, disclosed, stored, accessed, shared, collected, created, modified, generated or otherwise made available by, from, through or on behalf of the User, or generated, received, processed or produced in connection with the User’s access to or use of the Portal or Services, irrespective of the form, format, mode, medium or technology in which the same exists or is maintained, which may be related to User’s business, operations, business entity, products or services offered by the User, marketing, social media and platform information and details, brand and brand identity of the User, website, website analytics data, customer and audience information, creative preferences and instructions, and other related information ("User Information") and permit the Company to access, use, process, analyse, store and utilise such User Information. The User may in its discretion decide not to furnish such User Information, however the User acknowledges and understands that the failure or refusal to provide such User Information shall limit, restrict, impair, or prevent the availability, functionality, performance or effectiveness of Servies or features of the Portal. The categories or types of User Information required to be furnished to the Company is set out below. The categories listed below are only indicative in nature and the User may be asked to furnish some or all of such User Information depending on the Service being used by the User. Further, the User may be required to furnish additional User Information, data, materials not specifically stipulated below but which are reasonably related or incidental to the User’s business, operations, digital presence, marketing activities, business entity, campaigns, customers, products or services and other related aspects of the User’s business.

  1. BUSINESS INFORMATION

  1. REPRESENTATIONS, WARRANTIES, ACKNOWLEDGEMENTS & UNDERTAKING BY THE USER

    1. User represents, warrants, and undertakes to provide true, accurate, current, complete in all respects and not misleading in any manner, the User Information at the time of registration and at all other times (as required by Company). User further agrees to update and keep the User Information updated at all times.

    2. User represents, warrants that all User Information is lawfully owned or licensed by the User and the User and possesses all necessary licenses, permissions, consents, authorisations to access, use, and provide such User Information to the Company for the purpose of providing Services to the Company.

    3. User represents, warrants, undertakes and affirms that the User Information and the furnishing, submission, upload, disclosure, processing or use thereof does not and shall not infringe any intellectual property right, proprietary right, privacy right, publicity right, confidentiality obligation or any other right of any third party.

    4. User represents, warrants, undertakes and affirms that the submission, disclosure, furnishing or making available of the User Information to the Company does not and shall not violate any applicable law, court order, contractual restriction, confidentiality obligation, fiduciary obligation or other legal or binding obligation.

    5. User represents, warrants, undertakes and affirms that the User has obtained all necessary notices, permissions and valid consents required under applicable law for the collection, processing, disclosure and use of any personal information, sensitive personal information or information relating to any third party included in the User Information.

    6. User represents, warrants, undertakes and affirms that the User Information furnished to the Company shall comply with all applicable laws and shall not contain any unlawful, misleading, fraudulent, infringing, defamatory, malicious or prohibited material.

    7. User declares, acknowledges and affirms that the Company has not carried out and shall not be liable to carry out the independent investigation to verify the accuracy, completeness, legality, ownership or reliability, authenticity of the User Information furnished by the User and further the Company shall be entitled to rely upon the User Information without conducting any independent investigations, validation or verification.

    8. User agrees & undertakes not to impersonate any person or entity, including, but not limited to, a representative of Company, or falsely state or otherwise misrepresent User's affiliation with a person or entity.

    9. Where a User registers on behalf of an entity, company, partnership firm, limited liability partnership or body corporate, such User represents and warrants that it is duly authorised to act on behalf of and to bind such entity. User acknowledges and affirms that the User may be required to submit authorisation in such form and manner as may be acceptable to the Company.

    10. User shall ensure that Company’s e-mail addresses and phone numbers shall be marked as and added to safe senders list. Company shall not be held liable if any e-mail/SMS remains unread by a User as a result of such e-mail/message getting delivered to the User's junk or spam folder.

    11. User understands, acknowledges and agrees that the Company may collect, store, organise, structure, adapt, consult, use, process, analyse, modify, format, summarise, consolidate, collate, extract from, classify into categories, generate outputs from, create derivative data from, make inferences from, or otherwise utilise the User Information through manual, mechanical, artificial-intelligence assisted means.

    12. User acknowledges, agrees and affirms that the Company may use automated systems, machine learning models, artificial intelligence tools, large language models, analytics systems, cloud infrastructure, APIs, integrations and related technologies in connection with the provision of Portal and Services including for processing, generating, compiling, creating outputs, recommendations, reports, insights, summaries, analytics, content, optimisations and other functionalities. User further acknowledges that outputs, insights, recommendations, reports, analytics or other User Outputs may be generated based upon automated processing, assumptions, probabilistic models, historical patterns, third-party data, external integrations and artificial intelligence systems and may contain inaccuracies, omissions, biases, duplications, hallucinations, errors or other limitations inherent to such technologies. The User further acknowledges that AI-generated User Outputs may not be unique and similar or identical outputs may be generated for other users or third parties. Unless expressly stated otherwise by the Company in writing, such outputs are provided for informational, operational and assistive purposes only and shall not constitute professional, legal, financial, investment or other expert advice.

    13. User agrees, affirms and acknowledges that the Company may use the User Information and related User inputs for automated processing, profiling, predictive analysis, behavioural analysis, pattern recognition, optimisation, content generation, recommendation systems and generation of inference-based outputs.

    14. User agrees, affirms and acknowledges that the User Information or any reference thereto in these Terms shall deem to mean and include all related data, material, document, content, credentials, integrations, in whatever form or format maintained or existing, and the User shall be required to furnish such document, material, records, credentials etc in which such User Information is contained or comprised, notwithstanding that the term ‘information’ is used in these Terms.

    15. User agrees, affirms and acknowledges that the User Information or any reference thereto in these Terms shall deem to mean and include permissions, consents or right by the User granted to the Company to use such User Information in the manner contemplated herein.

    16. User agrees, affirms and acknowledges that all User Information collected from and submitted by Users, shall be governed by and be subject to the Company’s Privacy Policy which is available at <Privacy Policy> and the Users are advised to carefully read and understand the said Privacy Policy in its entirety before accessing, using or availing the Portal and/or the Services.

    17. User agrees, affirms and acknowledges that the Company is merely a technology enabled service provider and does not guarantee any return on the investment, return on ad-spend, conversion rate, customer acquisition, engagement level, revenue generation, search ranking, any specific commercial, financial or business result from the use of the Portal or Services.

    18. User agrees, affirms and acknowledges that the Company shall use de-identified and aggregated data, non-personally identifiable data derived from the User’s use of the Portal or Services for analytics, research, testing, development, enhancement, optimisation, training, refinement and improvement of its artificial intelligence systems, machine learning models, algorithms, products, services and related technologies, provided that such data does not identify the User or any individual personally.

    19. User agrees, acknowledges and affirms that the User shall be solely responsible for the reviewing, verifying, validating, and approving all AI-generated content, outputs, recommendations, creatives, materials and deliverables prior to their publication, deployment, distribution or use. The Company shall not be liable for any inaccuracies, errors, omissions, misleading statements, fictional claims, incorrect specifications, visual artefacts, hallucinations or other deficiencies in any AI-generated output once such output has been reviewed, approved or deployed by the User.

    20. User agrees, acknowledges and affirms that any competitor intelligence, competitor analytics, market insights, advertising estimates, spend estimates, revenue estimates or similar data and outputs made available through the Services are derived from publicly available sources, ad libraries, third-party data providers, aggregators, analytical tools and artificial intelligence-assisted estimations. The Company does not represent, warrant or guarantee the completeness, reliability, real-time nature or 100% accuracy of any such competitor-related information, estimates or analytics.

    21. User agrees, acknowledges and affirms that all strategic insights, recommendations, forecasts, analyses, optimisation suggestions and research outputs made available through the Services are merely advisory, indicative and AI-assisted in nature and constitute data-backed hypotheses, observations or analytical interpretations based on available information and assumptions. The User shall independently evaluate and verify such insights and shall assume all commercial, operational and business risks arising from or relating to any decision, action, modification, pivot or strategy adopted on the basis of such insights, recommendations or outputs.

    22. User agrees, acknowledges and affirms that all reports, strategic insights, research papers, analytics, recommendations, outputs and related materials made available through the Services are provided solely for the internal business use of the User. The User shall not reproduce, distribute, license, commercialise, publish, disclose, resell or otherwise make such materials available to any third party or in the public domain without the prior written consent of the Company.

    23. User agrees, acknowledges and affirms that except for the warranties expressly provided under these Terms, the Portal and Services are provided by Company on an “as is” basis without warranty of any kind, either express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose, or warranties based on course of dealing or usage in trade. The User acknowledges that information obtained through the Portal and Services is obtained from third party, whose data may not necessarily be accurate or complete, and that Company neither can nor does warrant the accuracy, integrity or completeness of any such data stored, transmitted or otherwise processed on User’s behalf.

  2. LICENSE BY USER

    1. User hereby grants to the Company and its affiliates, partners, contractors, technology partners, licensors, authorised integration partners, artificial intelligence service providers, models, systems and tools, a worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license to access, host, store, use, reproduce, process, analyse, adapt, modify, format, translate, organise, create derivative works from, distribute, display, transfer, transmit, and/or publish Users’ Information to the extent necessary for:

  1. USER ACTIONS

    1. User acknowledges and agrees that the Services, including AI-assisted features, automated systems, campaign management, integrations, analytics, reporting, optimisation and content generation functionalities, may depend upon timely approvals, consents, authorisations, confirmations, inputs, responses, deployment instructions, feedbacks, integrations, credentials, prompts, access permissions, platform integrations, API connectivity, review obligations, testing, verification, third party permissions, payment related actions, compliance cooperation, furnishing of User Information, materials or documents and other actions, cooperation, assistance required from the User ("User Actions").

    2. User shall furnish, grant, provide, approve, confirm and maintain all User Actions reasonably required by the Company for providing, operating, facilitating, maintaining or improving the Services in the manner and within the timelines prescribed, communicated or made available by the Company from time to time.

    3. User shall ensure that all User Actions furnished to the Company are accurate, lawful, complete, unambiguous and provided by duly authorised personnel of the User.

    4. In the event the User fails, delays, neglects or refuses to undertake any required User Action, within the timelines prescribed by the Company or otherwise within a reasonable period, the Company shall not be responsible or liable for any delay, interruption, inaccuracy, failed deployment, reduced performance, optimisation failure, missed opportunity, campaign issue, reporting discrepancy, non-performance of Services or any commercial, operational, reputational, financial or business consequence arising therefrom.

    5. The Company shall be entitled to rely upon and act on all User Actions received from the User or from any person appearing to act on behalf of the User and shall not be obligated to independently verify the authenticity, authority or correctness thereof.

    6. Where the Services involve publishing, deploying, transmitting, scheduling, automating or making content, advertisements, campaigns, creatives or communications publicly available or operational, the User shall remain solely responsible for furnishing timely approvals and final review confirmations prior to deployment unless expressly agreed otherwise by the Company in writing.

    7. The Company shall not be liable for any loss, damage, claim, liability, regulatory action or dispute arising from inaccurate or delayed, revoked permissions, incomplete User Action or any act or omission attributable to the User or any third-party platform connected with the Services.

  2. OBLIGATIONS OF THE USER

    1. Any password issued by Company to a User or set by User shall not be disclosed to any third person. No User shall access the account of any other User in any manner either with or without permission of the User. Users are responsible for maintaining the confidentiality of their accounts and passwords. Users agree to immediately notify Company of any unauthorized use of their passwords or accounts or any other breach of security.

    2. Users agree to abide by these Terms and all other rules, regulations and terms of use of the Portal. In the event User does not abide by these Terms and all other rules, regulations and terms of use, Company may, at its sole and absolute discretion, take necessary remedial action, including but not limited to:-

    • restricting, suspending, or terminating any User's access to all or any part of Portal;

    • deactivating a User’s account;

    • deleting a User's account and all related information and files on the account.

Provided however, in case of a paid User, the Company shall endeavour to notify the User prior to permanently terminating the User’s access to the Portal or deleting or deactivating the User’s account. The Company may require the User to show cause or offer explanation, clarification, supporting documents as to why the User’s account or access should not be permanently terminated. Notwithstanding, where the case in the sole discretion of the Company requires urgent action, the Company may immediately suspend the User’s account or access to the Portal, which may thereafter be followed by an appropriate notice or opportunity to respond at the discretion of the Company.

  1. User agrees not to copy, modify, hack, corrupt, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software owned, used, leased, developed by for running, operating, maintaining, updating Portal or providing Services.

  2. User shall not institute, assist or become involved in any type of attack, including without limitation to distribution of a virus, denial of service, or other attempts to disrupt Services or any other person's use or enjoyment of Services.

  3. Users shall not attempt to gain unauthorised access to the User accounts, Servers or networks connected to Services by any means other than the User interface provided by Company, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or instigating or assisting any other person to circumvent or modify, any security, technology, device, or software that underlies or is part of Portal or Services.

  4. User shall not publish any content that is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.

  5. Without prejudice to the generality of the foregoing, Users shall not use Portal for any of the following:

  1. User shall not forge headers or manipulate identifiers or conceal the origin of any communication, data, content, campaign, activity or transmission or otherwise use the Portal or Services in a deceptive, misleading or fraudulent manner.

  2. User shall not carry out, on or through the means of the Portal, any act, deed or thing that threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other nation.

  3. User shall not upload, post, submit, publish, transmit any content or indulge in any manner that infringes or violates any patent, trademark, copyright or proprietary rights or any intellectual property right of any third person. The User shall remain solely responsible for all User Information, prompts, instructions, AI-generated outputs and other content furnished, generated, approved, deployed or used by the User through the Portal or Services.

  4. These Terms, the registration of the account by the User on the Portal or using the Services, shall not be construed as authorizing the resale or cooperative sharing of access to the Portal or Services to or with any third party, or as granting the User the right to share such access or use with an Affiliate or any other person or entity. Any Affiliate of the User that wishes to use Portal or Services must be a registered User.

Affiliate for the purpose of these Terms, means any corporation, company, partnership, joint venture, association, trust, other legal entity, or individual that controls, is controlled by, or is under common control with one either User or Company.

  1. OBLIGATIONS OF THE COMPANY

    1. Company will use commercially reasonable efforts to maintain the availability and functioning of the Portal and Services. Notwithstanding, User acknowledges and agrees that the Portal and Services may from time to time become unavailable, inaccessible, delayed, degraded, interrupted or limited, in whole or in part, including on account of scheduled maintenance, emergency maintenance, upgrades, modifications, updates, security measures, technical difficulties, system overload, failures of third-party providers, cloud infrastructure issues, artificial intelligence system limitations, API failures, integration issues, telecommunications failures or other causes beyond the reasonable control of the Company. Company shall use commercially reasonable efforts to notify the User, wherever reasonably practicable, regarding material technical disruptions affecting the the Portal and Services.

    2. Without prejudice to the generality of the foregoing, the Company shall not be responsible or liable for any downtime, interruption, delay, degradation, inaccuracy, reduced performance, failed automation, incomplete output, reporting discrepancy or unavailability arising from or attributable to:- (i) scheduled or emergency maintenance; (ii) upgrades, updates, testings, modifications, or enhancement of the Portal or Services; (iii) any failure, downtime, limitation, suspension, throttling, restriction or inaccuracy of third-party platforms, APIs, cloud providers, hosting providers, artificial intelligence providers, analytics systems, integrations, advertising platforms or external services; (iv) Internet failures, bandwidth limitations, telecommunications failures or network congestion; (v) User systems, devices, software, integrations, credentials, configurations, permissions, acts or omissions; (vi) Force Majeure event; (vii) cybersecurity incidents, malware attacks, denial-of-service attacks, hacking attempts or unauthorised access; (viii) Any other event, circumstance or cause beyond the reasonable control of the Company.

    3. The Company acknowledges that, as between the User and the Company, the User Information shall remain owned by the User, subject to the rights, permissions, licences and authorisations granted to the Company under these Terms.

    4. The Company shall use commercially reasonable technical, operational and organisational measures designed to protect User Information against unauthorised access, disclosure, alteration, misuse, destruction or loss.

    5. Subject to these Terms, the Company shall process, access, store, analyse, transmit, utilise and otherwise process User Information solely for the purposes of providing, operating, facilitating, securing, improving and supporting the Portal and Services and related functionalities.

    6. Except as expressly permitted under these Terms, required under applicable law or authorised by the User, the Company shall not knowingly sell or disclose identifiable User Information to unrelated third parties for independent commercial exploitation.

    7. The Company may use anonymised, aggregated, statistical or de-identified data derived from User Information for analytics, testing, security, research, operational improvement, machine learning, artificial intelligence training, service enhancement and related lawful business purposes, provided that such data does not identify the User or any individual personally.

    8. Company shall endeavor to take appropriate technical and organizational measures to protect such User Information against accidental or unlawful destruction or loss, anticipated threats or hazards to the security or integrity of User Information, alteration, unauthorized disclosure, use or access and against all other unlawful forms of processing.

    9. Company shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to any personal information comprised in the User Information, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant personal information, as strictly necessary for the purposes of providing Services, and to comply with applicable laws in the context of that individual’s duties ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

    10. In the event the Company becomes aware of any actual or reasonably suspected unauthorised access to, acquisition of, disclosure of, misuse of or material compromise affecting User Information or the security of the Portal or Services, including any cybersecurity incident, information security breach, account compromise, malware attack, ransomware attack, unauthorised system intrusion or material service disruption ("Security Incident"), the Company may, where reasonably practicable and legally permissible, notify affected Users within a reasonable period and may take such actions as the Company considers necessary or appropriate to investigate, mitigate, contain, remediate or prevent such Security Incident. The Company may suspend, restrict or disable access to the whole or any part of the Portal or Services where reasonably necessary for security, investigation, containment, remediation or protection purposes.

  2. INTELLECTUAL PROPERTY

    1. All rights, title and interest in and to the Portal, Services, software, source code, object code, artificial intelligence systems, machine learning systems, algorithms, models, databases, workflows, architecture, APIs, integrations, know-how, processes, methodologies, documentation, interface designs, dashboards, reports templates, analytical frameworks, tools, utilities, functionalities, designs, inventions, trade secrets, trademarks, service marks, logos and all other intellectual property, proprietary rights and related materials of the Company, whether registered or unregistered, including all modifications, improvements, enhancements and derivative works thereof ("Company IP"), shall solely and exclusively vest in and remain the property of the Company and/or its licensors.

    2. Except for the limited right to access and use the Portal and Services in accordance with these Terms, nothing contained herein shall operate to transfer, assign or grant any ownership right, title or interest in the Company IP to the User.

    3. The User and/or its licensors shall retain all rights, title and interest in and to the User Information & User Actions (Collectively "User Materials"). Subject to these Terms, the User hereby grants to the Company, its Affiliates, service providers, artificial intelligence providers, technology partners and subcontractors a worldwide, non-exclusive, royalty-free, transferable and sub-licensable licence to host, access, use, process, store, reproduce, analyse, modify, adapt, display, transmit, create derivative works from and otherwise utilise the User Information for the purposes of:

  1. providing, operating, maintaining and facilitating the Portal and Services;

  2. generating AI-assisted outputs, reports, insights, recommendations, campaigns, analytics and related deliverables;

  3. enabling integrations, automation, optimisation and related functionalities;

  4. debugging, testing, monitoring, securing, improving and enhancing the Portal, Services and related technologies; and

  5. training, refining, developing and improving artificial intelligence systems, machine learning systems, algorithms and related technologies using anonymised, aggregated or de-identified data derived from the User Materials, provided that such usage does not publicly identify the User or disclose the User’s confidential information except as permitted under these Terms or applicable law.

    1. Subject to payment of applicable fees and compliance with these Terms, the intellectual property rights, if any, in all reports, analytics, insights, recommendations, strategic inputs, research materials, dashboards, campaigns, advertisements, creatives, generated content, AI-generated outputs, summaries, responses, suggestions, optimisation outputs, media materials, communications, derivative materials, documents, data compilations and all other materials, outputs, results or deliverables generated, created, processed, furnished, displayed, transmitted or otherwise made available to the User by or through the Portal or Services in connection with the use of the Services ("User Outputs") shall vest in the User to the extent permissible under applicable law; provided however that:

  1. the Company shall retain ownership over all underlying Company IP, methodologies, templates, systems, models, workflows, know-how, algorithms, generic learnings, techniques and tools used for generating such User Outputs;

  2. the Company may use any general ideas, concepts, know-how, experience, learnings, skills, techniques and non-identifiable insights retained in the unaided memory of its personnel or systems;

  3. the Company shall be entitled to provide similar or identical services, features, functionalities, outputs, ideas, workflows, recommendations, campaigns, strategies or deliverables to other Users or third parties, provided that the Company does not knowingly disclose the User’s confidential information or identifiable User Materials in doing so; and

  4. owing to the nature of artificial intelligence systems and machine learning technologies, the Outputs generated for the User may not be unique and similar or identical outputs may be generated for other users, customers or third parties.

    1. The User acknowledges that the Portal and Services may utilise third-party artificial intelligence systems, open-source technologies, APIs, datasets, libraries, models or software and the ownership, usage and licensing of certain components may be subject to third-party rights, licences or restrictions.

    2. The User shall remain solely responsible for ensuring that the User Materials, and related content do not infringe the intellectual property, proprietary, publicity, personality or other rights of any third party and the Company shall not be liable for any infringement arising from the User’s use of the Portal or Services.

  1. THIRD PARTY SERVICES & RESOURCE

    1. The Portal, Services, User Outputs, reports, analytics, communications from the Company, AI-generated outputs, recommendations, advertisements, campaigns, dashboards, emails, notifications, integrations, APIs, social media pages or other functionalities made available by or through the Company may contain, integrate with, connect to, retrieve information from or provide access to third-party websites, applications, platforms, software, artificial intelligence systems, APIs, tools, cloud infrastructure, plugins, integrations, datasets, advertising networks, marketplaces, social media platforms or other third-party services ("Third-Party Services").

    2. The User acknowledges and agrees that the use of such Third-Party Services shall be subject to the terms, conditions, privacy policies, usage restrictions and operational practices of the respective third parties and the Company does not own, operate or control such Third-Party Services unless expressly stated otherwise.

    3. The Company does not represent, warrant or guarantee the legality, availability, security, quality, accuracy, reliability, completeness, functionality, performance or suitability of any Third-Party Services or any content, data, outputs, advertisements, analytics, products, services, information or materials made available through or by means of such Third-Party Services.

    4. The Company may rely upon, integrate with or utilise Third-Party Services, including artificial intelligence providers, analytics providers, advertising platforms, cloud providers, APIs and automation systems, in connection with the provision of the Services and User Deliverables. The Company shall not be responsible or liable for any downtime, interruption, suspension, API limitation, access restriction, inaccurate output, data gap, service degradation, modification, discontinuation, security issue or other act or omission attributable to any Third-Party Service.

    5. The availability of or integration with any Third-Party Service through the Portal or Services shall not constitute or imply any sponsorship, endorsement, recommendation, affiliation or approval thereof by the Company.

    6. Users access and use Third-Party Services entirely at their own risk and are advised to independently review and understand the applicable terms, policies and practices of such Third-Party Services prior to accessing, connecting, enabling integrations with or otherwise using the same.

    7. The User further acknowledges that Third-Party Services and materials made available therefrom may be protected by intellectual property, contractual and proprietary rights of third parties and the User shall remain solely responsible for ensuring lawful use thereof.

    8. User agrees that the User may only furnish User Information, which is owned by or licensed to the User or such User Information which the User is validly authorised to use, disclose, submit, permit access to or to permit the Company to use in the manner contemplated in the ToU. However in respect of any website, web page, digital property, social media account, advertising library or other online resource ("Third Party Resource") that is not owned by the User and the User directs, requests or enables the Company to carry out the analysis, crawling, scanning or processing of any such Third Party Resource, the User represents, warrants and undertakes that it is lawfully entitled to direct such analysis and that such analysis does not and shall not violate the terms of use, access restrictions, technical protection measures or applicable laws governing the Third Party Resource. The User acknowledges that the Company relies on third-party crawling, data-extraction and automation infrastructure (including, without limitation, third-party providers such as Apify and similar services) and that the Company does not warrant the legality, permissibility or accuracy of accessing any Third-Party Resource. The User shall indemnify and hold the Company harmless against any claim arising from or relating to the analysis of any Third-Party Resource directed or enabled by the User.

  2. FEES, PAYMENTS AND BILLING

    1. The User acknowledges and agrees that different fees, charges, pricing plans, subscription amounts, usage-based charges, service fees or other consideration may be applicable for different Services, features, functionalities, subscription plans, integrations, modules, User Outputs or usage levels made available through the Portal ("Fees").

    2. The applicable Fees, pricing structure, billing frequency, subscription plans, renewal terms, usage limitations, add-on charges and related payment details shall be displayed, communicated or otherwise made available at the relevant sections of the Portal, order forms, invoices, subscription pages, checkout pages or through other communications issued by the Company from time to time.

    3. The User shall pay all Fees within the timelines prescribed by the Company or specified on the Portal, invoice, subscription plan or other communication issued by the Company. All payments shall be made in the manner, mode, currency and through such payment mechanisms as may be prescribed or enabled by the Company from time to time.

    4. The Company may issue invoices, payment reminders, renewal notices, receipts, statements or other billing communications electronically, including by way of email to the email address associated with the User account or through the Portal and the User agrees that such electronic communications shall constitute valid and sufficient notice and delivery.

    5. Unless expressly stated otherwise, all Fees are exclusive of applicable taxes, duties, levies, cess, withholding taxes, goods and services tax (“GST”) and other governmental charges, all of which shall be payable additionally by the User at the applicable rates. The User shall be responsible for furnishing accurate billing and tax details, including GST details wherever applicable.

    6. In the event of any delay or failure in payment of Fees, the Company shall be entitled to charge interest, late payment charges, penalties or administrative charges at such rates as may be prescribed by the Company from time to time, without prejudice to any other rights or remedies available to the Company.

    7. Without prejudice to the generality of the foregoing, in the event the User fails to make payment of any Fees within the prescribed timelines, the Company may, at its discretion and without liability:

  1. suspend, restrict or limit the User’s access to the whole or any part of the Portal or Services;

  2. withhold, pause, restrict or discontinue any User Outputs, campaigns, reports, analytics, integrations or functionalities;

  3. disable integrations, APIs, automations or connected accounts;

  4. revoke access permissions or subscription benefits;

  5. send notices, reminders or demands requiring payment within such timelines as may be determined by the Company; and/or

  6. permanently deactivate, terminate or delete the User account and associated data in accordance with these Terms.

    1. The User acknowledges and agrees that suspension, restriction, deactivation or deletion of the User account or Services arising from non-payment may result in loss of access to User Information, User Outputs, campaigns, analytics, integrations, reports, configurations or other data and the Company shall not be liable for the same.

    2. Unless expressly stated otherwise by the Company in writing, all Fees paid by the User are non-refundable, including in cases of partial usage, non-usage, suspension, downtime, early termination or discontinuation of Services by the User or where the Services or User Deliverables do not result in, achieve or meet the User’s desired, anticipated or expected outcomes, objectives, performance metrics, engagement levels, conversions, revenues, business targets, return on investment, return on ad spend or other commercial expectations.

  1. LIMITATION OF LIABILITY & INDEMNITY

    1. To the maximum extent permissible under applicable law, the Portal, Services, User Outputs, reports, analytics, recommendations, campaigns, AI-generated outputs, automations, integrations and all related functionalities are provided on an “as is”, “as available” and “with all faults” basis without warranties, guarantees or representations of any kind, whether express, implied, statutory or otherwise.

    2. The Company does not warrant or guarantee that:

  1. the Portal or Services shall be uninterrupted, error-free, secure or continuously available;

  2. the User Outputs, recommendations, analytics, reports, insights, campaigns, optimisations or AI-generated outputs shall be accurate, complete, reliable, unique, lawful, profitable, suitable, commercially successful or fit for any particular purpose;

  3. the Services shall result in any increase in revenue, profits, audience engagement, return on investment, return on ad spend, conversion rates, business growth or any other commercial outcome; or

  4. defects, bugs, inaccuracies or errors shall always be identified, corrected or prevented.

    1. To the fullest extent permissible under applicable law, the Company, its Affiliates, directors, officers, employees, consultants, licensors, technology partners, artificial intelligence providers, subcontractors and service providers shall not be liable for any direct, indirect, incidental, special, punitive, exemplary or consequential losses, damages, liabilities, costs or expenses of any nature whatsoever, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, reputational harm, data loss, corruption of data, business interruption, advertising losses, failed campaigns, inaccurate outputs, account suspension by third-party platforms, loss arising from AI hallucinations, or any other commercial or economic loss arising out of or in connection with:

  1. the use of or inability to use the Portal or Services;

  2. User Deliverables, recommendations, analytics, campaigns or AI-generated outputs;

  3. Third-Party Services, APIs, integrations or external platforms;

  4. unauthorised access, cybersecurity incidents, malware attacks, hacking attempts or service interruptions;

  5. User Information, User Actions or Required User Actions;

  6. acts, omissions, negligence, misconduct or violations by the User or third parties; or

  7. any reliance placed by the User on any User Deliverables, recommendations, insights or outputs.

    1. Without prejudice to the foregoing, the aggregate liability of the Company arising out of or relating to the Portal, Services or these Terms, whether in contract, tort (including negligence), strict liability, statutory liability or otherwise, shall not exceed the Fees actually received by the Company from the User for the specific Service giving rise to the claim during the three (3) months immediately preceding the event giving rise to such claim.

    2. The limitations, exclusions and disclaimers set out under these Terms shall apply irrespective of whether the alleged liability arises from breach of contract, negligence, tort, statutory duty, misrepresentation or otherwise and irrespective of whether the Company had been advised of the possibility of such damages or losses.

    3. The User shall indemnify, defend and hold harmless the Company, its Affiliates, directors, officers, employees, consultants, licensors, subcontractors, artificial intelligence providers, technology partners and service providers from and against any and all claims, actions, proceedings, liabilities, losses, damages, penalties, fines, costs and expenses (including reasonable legal fees and expenses) arising out of or in connection with:

  1. the User’s access to or use of the Portal or Services;

  2. User Information, User Actions, User Outputs;

  3. any breach or alleged breach of these Terms by the User;

  4. any violation of applicable law, third-party rights, intellectual property rights, privacy rights, contractual obligations or platform policies by the User;

  5. any prompts, instructions, campaigns, advertisements, content, media, analytics, data or materials furnished, uploaded, generated, approved, published or deployed by or on behalf of the User;

  6. any claim arising from misleading advertisements, false claims, regulatory non-compliance, consumer disputes, infringement claims, privacy violations or unlawful marketing practices attributable to the User;

  7. the User’s use of User Outputs, recommendations, analytics, reports or AI-generated outputs; or

  8. any act, omission, negligence, fraud, misconduct or unauthorised activity attributable to the User or any person acting on behalf of the User.

    1. The Company reserves the right, at the User’s cost and expense, to assume exclusive defence and control of any matter subject to indemnification by the User and the User shall cooperate fully with the Company in relation thereto.

    2. The obligations under this Clause shall survive suspension, termination, expiry or discontinuation of the User account, Portal or Services.

  1. SEVERANCE

If any provision, clause, term or part of these Terms is held to be invalid, illegal, unenforceable or contrary to applicable law by any court, tribunal or competent authority, such provision shall, to the extent of such invalidity, illegality or unenforceability, be deemed severed from these Terms and the remaining provisions of these Terms shall continue to remain valid, binding and enforceable to the fullest extent permissible under applicable law. The Parties further agree that any such invalid, illegal or unenforceable provision shall, to the extent permissible, be interpreted, modified or replaced in a manner that most closely reflects the original intent and commercial purpose of such provision.

  1. FORCE MAJEURE

    1. The Company shall not be liable or responsible for any failure, delay, interruption, degradation, suspension or non-performance of the Portal, Services, User Outputs or any obligations under these Terms to the extent caused by or resulting from any event, circumstance or cause beyond the reasonable control of the Company ("Force Majeure Event"). Force Majeure Event shall include, without limitation, acts of God, natural disasters, flood, fire, earthquake, epidemic, pandemic, public health emergency, war, invasion, armed conflict, terrorism, civil unrest, riots, strikes, labour disputes, governmental actions, regulatory restrictions, change in law, court orders, embargo, sanctions, failure of telecommunications, internet or network infrastructure, power outage, cloud infrastructure failure, hosting failure, cybersecurity incident, hacking attack, denial-of-service attack, malware attack, breakdown of systems, failure or restriction of third-party platforms, APIs, integrations, artificial intelligence systems, analytics providers, advertising platforms, payment gateways or other third-party services, shortage of resources, interruption of transportation or any other similar or dissimilar event beyond the reasonable control of the Company.

    2. During the continuance of a Force Majeure Event, the Company’s obligations affected by such Force Majeure Event shall remain suspended to the extent impacted thereby and the Company shall be entitled to a reasonable extension of time for performance.

    3. In the event the performance, availability or provision of the Portal or Services remains suspended, interrupted or materially affected due to a Force Majeure Event for a continuous period of three (3) months or more, the Company shall be entitled, at its discretion and without liability, to suspend, deactivate or terminate the User account and discontinue the affected Services.

    4. The Company shall not be liable for any loss, damage, cost, expense or liability suffered by the User arising out of or in connection with any Force Majeure Event.

  2. WAIVER

No failure, delay, relaxation or omission by the Company in exercising any right, power, remedy or privilege under these Terms or under applicable law shall operate as or constitute a waiver thereof, nor shall any single or partial exercise of any such right, power, remedy or privilege preclude any further exercise thereof. Any waiver by the Company of any breach, default or non-compliance by the User shall be valid only if made expressly and in writing by the Company and shall not be deemed to constitute a waiver of any preceding, continuing or subsequent breach, default or non-compliance. The rights and remedies of the Company under these Terms shall be cumulative and not exclusive of any rights or remedies available under applicable law.

  1. GOVERNING LAW

These Terms, the Portal and Services and all matters arising out of or relating thereto shall be governed by and construed in accordance with the laws of India, without regard to principles of conflict of laws. Subject to applicable law, the courts at New Delhi, India shall have the exclusive jurisdiction in relation to any dispute, controversy, claim or matter arising out of or in connection with the Portal, Services or these Terms.

  1. ENTIRE AGREEMENT

These Terms together with the Privacy Policy and any other policies, guidelines, subscription plans, order forms or terms expressly incorporated herein constitute the entire agreement between the User and the Company in relation to the Portal and Services and supersede all prior understandings, communications, representations, negotiations and agreements, whether oral or written, relating thereto. The User acknowledges that it has not relied upon any representation, warranty, statement, assurance or promise not expressly set out in these Terms.

  1. ASSIGNMENT

The User shall not assign, transfer, delegate or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of the Company. The Company may assign, transfer, novate or otherwise deal with its rights, obligations or business under these Terms to any Affiliate, successor, acquirer or third party without requiring consent of the User.

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