Terms and Conditions

Last updated: 30 March 2026
Effective date: 1 May 2026

These Terms and Conditions (“Terms”) govern access to and use of the services provided by AdSigner (“AdSigner”, “Company”, “we”, “us”, “our”).

By creating an Account, accessing or using the Service, placing an Order, or accepting these Terms by click-through or other electronic means, you agree to be bound by these Terms and the Privacy Policy available at [LINK].

If you do not agree to these Terms, you must not access or use the Service.


1. Definitions and Interpretation

Account
means a registered profile that enables authentication and access to the Service by an individual user.

API
means the AdSigner application programming interface made available by the Company for access to certain Service functionality, integrations, Account data, Organization data, or Customer Data, subject to these Terms.

Billing Period
means the recurring period for which a Subscription is purchased, such as monthly, quarterly, annually, or another period specified in the applicable Order.

Company
means AdSigner, the provider of the Service.

Customer
means the individual or legal entity that accepts these Terms, creates an Account, places an Order, purchases Products, subscribes to the Service, or otherwise uses the Service. If an individual accepts these Terms on behalf of a legal entity, “Customer” means that legal entity.

Customer Data
means data, content, files, configurations, assets, personal data, and other materials submitted to, stored in, transmitted through, or otherwise processed through the Service by or on behalf of the Customer or its Users.

DPA
means the data processing agreement between the Customer and the Company governing the processing of personal data by the Company on behalf of the Customer, as amended from time to time in accordance with these Terms and applicable law.

Order
means an order, checkout, online purchase flow, order form, quotation accepted by the Customer, or other commercial document or process under which the Customer purchases or subscribes to Products or Services.

Organization
means a workspace, tenant, account group, or similar environment within the Service through which Accounts access Products and Services.

Organization Administrator
means an Account with permissions to manage an Organization, including configuration, billing, user management, permissions, and integrations.

Organization Owner
means the Organization Administrator designated with primary administrative authority for the relevant Organization.

Partner
means an independent business entity authorized by the Company to promote, resell, integrate, support, or manage the Service for its own customers.

Product
means any feature, module, functionality, service component, support package, digital product, or physical product offered by the Company through or in connection with the Service.

Renewal Date
means the date on which a Subscription renews for the next Billing Period unless validly cancelled.

Service
means the AdSigner software platform, website, APIs, applications, integrations, and related services provided by the Company.

Subscription
means recurring paid access to one or more Products for a defined Billing Period.

Support Services
means customer support, onboarding, technical guidance, or other support services made available by the Company.

User
means an individual authorized by the Customer, an Organization, or an Account holder to access or use the Service.

Unless expressly stated otherwise in these Terms, all dates and times referenced in these Terms are interpreted in UTC. If a date is stated without a specific time, it means any time during that calendar day in UTC.


2. Acceptance of Terms and Authority

By creating an Account, placing an Order, purchasing a Product, accessing the Service, or otherwise using the Service, you agree to be legally bound by these Terms.

If you accept these Terms or use the Service on behalf of an Organization or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

The Customer is responsible for ensuring that all Users comply with these Terms. The Customer is liable for all acts and omissions of its Users, Organization Administrators, Organization Owners, employees, contractors, and other persons who access the Service through the Customer’s Accounts or Organizations as if such acts or omissions were the Customer’s own.


3. Description of the Service

AdSigner provides a software-as-a-service (SaaS) platform designed to create, manage, deploy, synchronize, and distribute digital identity, communication, branding, sales, and marketing elements across an organization, including through integrations with third-party systems and tools.

The Service may include multiple Products, modules, integrations, and functionalities that may evolve over time.

The Company may modify, update, improve, replace, suspend, or discontinue any part of the Service at any time, including to reflect changes in technology, law, security requirements, third-party dependencies, or product development priorities.

Where required by applicable law, the Company will provide prior notice of material adverse changes.

The Company does not undertake to maintain any specific feature set, integration, API functionality, or compatibility.


4. Account Registration and Security

To use the Service, the Customer or User must create an Account or be invited to an Organization.

The Customer must, and must ensure that its Users:

  • provide accurate, complete, and current information;
  • keep Account credentials confidential and secure;
  • promptly update Account information as necessary;
  • use reasonable measures to prevent unauthorized access; and
  • promptly notify the Company of any actual or suspected unauthorized use, credential compromise, or security incident relating to the Service.

Each Account is intended for use by a single individual.

The Customer is responsible for all activities performed through its Accounts, Organizations, API credentials, access tokens, and integrations.

The Company may require identity verification, domain verification, or other reasonable verification measures before granting, restoring, or transferring administrative control over an Account or Organization.


5. Organizations and Administrative Responsibility

Each Organization must designate at least one Organization Owner.

Organization Administrators are responsible for:

  • managing Users and administrative permissions;
  • configuring Products, Subscription settings, and integrations;
  • managing billing settings, payment methods, and billing contacts;
  • selecting and maintaining an appropriate Subscription for the Organization’s needs;
  • monitoring usage where pricing depends on usage-based metrics; and
  • ensuring compliance with these Terms by all Users within the Organization.

The Company may rely on instructions, approvals, settings, permissions, and other actions taken through an Organization Administrator account as authorized acts of the Customer.

The Company is not responsible for internal disputes, authorization conflicts, mistaken permissions, employee departures, affiliate conflicts, or other issues arising within or through the Customer’s Organization.


6. Partner-Managed Organizations

An Organization may be created, onboarded, integrated, supported, or managed by a Partner.

Partners may:

  • onboard customers;
  • create, manage, or administer Organizations;
  • act as Organization Owner or Organization Administrator;
  • manage Subscription setup, billing configuration, and service deployment;
  • configure integrations; and
  • provide implementation, support, consulting, or managed services.

Partners act independently and are not employees, agents, or legal representatives of the Company.

Where an Organization is managed by a Partner, the Company may communicate operational, billing, support, security, renewal, or other service-related matters through that Partner.

Any agreement for resale, implementation, consulting, support, migration, or other Partner-provided services is solely between the Partner and its customer.

The Company is not responsible for, and disclaims liability for:

  • acts, omissions, promises, statements, warranties, or representations made by a Partner;
  • Partner pricing, invoicing, taxes, discounts, refunds, credits, or payment collection;
  • Partner implementation, consulting, migration, integration, or support services; or
  • disputes between a Partner and its customer.

If the Customer purchases the Service through a Partner, the Company may suspend or terminate access to the Service if the Partner fails to pay the Company, unless the Company has separately agreed to bill the Customer directly.

If the Company bills the Customer directly, the Customer remains directly responsible to the Company for all amounts invoiced by the Company, regardless of any separate arrangement between the Customer and a Partner.


7. Products, Orders, and Subscription Scope

The Service is provided through Products that may be purchased on a one-time basis or by Subscription.

Applicable fees depend on the selected Products, Subscription configuration, Support Services, Billing Period, committed quantities, usage, and any other pricing factors specified in the applicable Order or pricing page.

Unless expressly agreed otherwise in writing, the Company’s then-current pricing published on its website or shown during checkout applies.

The Customer is responsible for selecting and maintaining the appropriate Product scope and Subscription configuration for its intended use.

If the Customer exceeds the limits, entitlements, or capabilities of the selected Product or Subscription, the Company may, in accordance with the applicable pricing model and subject to applicable law:

  • require an upgrade;
  • charge overage or additional fees;
  • limit or suspend the affected functionality; or
  • take other reasonable technical or commercial measures to align usage with the purchased entitlement.

8. Billing Configuration

Billing is configured per Organization unless the Company expressly agrees otherwise in writing.

Each Organization may have its own:

  • subscribed Products;
  • Billing Period;
  • payment method;
  • billing address;
  • Renewal Date; and
  • billing, invoicing, and tax information.

Charges apply only to the Organization incurring them unless otherwise expressly agreed in writing.

The Customer must ensure that all billing, invoicing, tax, and contact information is accurate, complete, and current at all times.

If the Customer fails to provide or update such information in time, the Company may issue invoices, process payments, apply tax treatment, or renew Subscriptions based on the information then available.

Any administrative, accounting, tax, banking, legal, correction, reissuance, or other costs arising from inaccurate, incomplete, outdated, or late-provided billing or tax information are the Customer’s responsibility.

To the maximum extent permitted by applicable law, the Company is not obliged to refund, credit, or reverse charges caused by inaccurate, incomplete, outdated, or late-provided billing or tax information submitted by the Customer.


9. Billing Period and Automatic Renewal

Unless otherwise specified in the applicable Order, Subscriptions renew automatically for successive Billing Periods of the same length.

By purchasing a Subscription, the Customer authorizes the Company and its third-party payment providers to charge all applicable recurring and one-time fees, taxes, true-ups, overages, and other authorized adjustments using the payment method associated with the relevant Organization.

Renewal charges will be invoiced or charged at the rates in effect on the Renewal Date.


10. Renewal Date Adjustments

The Company may, in its discretion, permit a change to a Renewal Date.

Any approved change to a Renewal Date may result in prorated charges, credits, shortened or extended interim billing periods, or other reasonable billing adjustments necessary to align the Subscription to the new Renewal Date.

The Company may reject a change to a Renewal Date intended to avoid payment obligations, exploit promotional terms, or circumvent contractual commitments.


11. Free Trials

The Company may offer a free trial for certain Products or features (“Trial”).

A Trial begins on the date the relevant Organization activates the Trial, unless the Company states otherwise.

During a Trial, the Service may be provided with full, partial, restricted, or modified functionality.

Unless cancelled before the end of the Trial in accordance with the Service workflow or these Terms, the selected paid Subscription may begin automatically at the end of the Trial and the applicable fees may be charged using the payment method associated with the Organization.

The Company may limit Trial eligibility by person, Organization, email address, domain, company, device, payment method, or other reasonable criteria, and may suspend or terminate a Trial in cases of suspected abuse, fraud, or circumvention.


12. Upgrades

Unless the Service expressly states otherwise, Subscription upgrades take effect immediately.

Pricing differences for an upgrade may be prorated for the remaining portion of the then-current Billing Period and may be charged immediately.

Where the applicable pricing model clearly discloses automatic tier changes or overage-based billing, and to the extent permitted by applicable law, the Company may apply upgraded pricing or overage charges from the date the relevant threshold was exceeded.


13. Downgrades

Unless the Service expressly states otherwise, Subscription downgrades take effect immediately.

Fees already paid for the current Billing Period are non-refundable, and no prorated refund or credit will be issued for downgrades.

The Customer is solely responsible for any consequences of a downgrade, including but not limited to reduced access to features, limits, storage, integrations, or data availability.


14. Cancellation

The Customer is responsible for cancelling Subscriptions through the Service interface. Email, phone, or other requests do not constitute valid cancellation.

To prevent renewal, cancellation must be completed at least 24 hours before the Renewal Date. Otherwise, the Subscription will renew for the next Billing Period and the renewal charge will remain due.

Cancellation stops future renewals only. Cancellation does not affect fees already paid or accrued for the current Billing Period.


15. Payment Terms

The Customer must provide valid, current, and complete payment information.

Payments may be processed through third-party payment providers. The Company is not responsible for the independent acts or omissions of such providers.

Where payment by bank transfer is permitted, the Company may issue a proforma invoice when activating, renewing, or expanding a Subscription or before providing non-subscription Products or services.

The applicable invoice, proforma invoice, checkout flow, or Order will state the due date. The Customer must ensure that payment is received by the Company by that due date.

Payments by bank transfer are completed only when the relevant funds are actually received in the Company’s bank account, upon which the corresponding invoice will be issued.

The Company may deliver invoices and proforma invoices electronically through the Service, by email, through a payment provider portal, or by another electronic means. The Customer agrees to receive invoices and proforma invoices electronically.

The Customer remains responsible for all amounts due under these Terms, including reasonable collection costs, banking fees, intermediary bank charges, currency conversion costs, and other payment-related costs.


16. Arrearages and Late Payments

Any amount not paid when due is overdue.

For card-based or automatic payment Subscriptions, payment is due on the applicable Renewal Date or other billing date stated in the Service or applicable Order.

For invoiced Subscriptions or other invoiced Orders, payment is due on the due date stated in the applicable invoice or proforma invoice.

If any amount owed by the Customer is overdue, the Company may, without limiting any other rights or remedies available under these Terms or applicable law:

  • suspend or restrict access to the Service;
  • suspend, cancel, or refuse renewal of the applicable Subscription, Product, or Order; and
  • initiate collection or legal recovery action.

The Customer is responsible for all reasonable costs incurred by the Company in collecting overdue amounts, including reasonable administrative and legal costs.

The Company may charge statutory default interest.


17. Currency

All prices, fees, invoices, proforma invoices, and payments are denominated and payable in Euro (EUR).

If payment is made in another currency, the Customer is responsible for any currency conversion charges, bank charges, intermediary bank fees, and other payment-related costs.

The Company is not responsible for exchange rate fluctuations.


18. Taxes

Prices exclude applicable taxes unless expressly stated otherwise.

The Customer is responsible for all VAT, sales tax, use tax, withholding tax, duties, levies, and similar governmental charges arising from the purchase or use of the Service.

If the Customer is required by law to withhold tax, the Customer must provide the Company with appropriate documentation and, unless prohibited by applicable law or agreed otherwise in writing, gross up the payment so that the Company receives the full invoiced amount.

If the Customer claims a tax exemption, reverse-charge treatment, or similar treatment, the Customer must provide valid supporting information before invoicing or charging. The Company may rely on the information available to it at the time of billing.


19. Payment Disputes and Chargebacks

If a payment dispute, reversal, or chargeback occurs, the Company may:

  • suspend the affected Account or Organization;
  • restrict access to paid functionality;
  • terminate the applicable Subscription or Order; and
  • recover reasonable administrative, banking, legal, and collection costs incurred in connection with the dispute.

Before initiating a chargeback or formal payment dispute, the Customer agrees to contact the Company in good faith to seek resolution first.

The Company may require alternative payment methods or reject future payments associated with prior chargebacks, fraud, or abuse.


20. Acceptable Use

The Customer and its Users must not use the Service to:

  • violate applicable law or regulation;
  • infringe intellectual property, privacy, publicity, confidentiality, or other third-party rights;
  • transmit or distribute malware, spyware, malicious code, or harmful content;
  • obtain unauthorized access to systems, data, networks, or accounts;
  • interfere with, disrupt, or degrade the integrity, performance, or security of the Service or related infrastructure;
  • conduct fraud, phishing, impersonation, scams, or deceptive practices;
  • create, deploy, or distribute unlawful, defamatory, discriminatory, abusive, misleading, or otherwise harmful content;
  • engage in unauthorized scraping, crawling, harvesting, mirroring, or automated extraction of data from the Service;
  • use robots, bots, scripts, or automated means to access the Service beyond the scope expressly permitted by the Company;
  • circumvent technical limitations, access controls, usage limits, or billing mechanisms; or
  • use the Service in a manner that could create legal, security, operational, or reputational risk for the Company or third parties.

The Company may investigate suspected violations and may suspend, restrict, or terminate access where it reasonably believes a violation has occurred or a material security, legal, or operational risk exists.


21. Security and System Integrity

The Customer and its Users must not:

  • probe, scan, benchmark, or test vulnerabilities in the Service;
  • bypass, disable, or defeat security controls or authentication mechanisms;
  • interfere with Service infrastructure or third-party infrastructure used to provide the Service;
  • overload systems through excessive automated activity, denial-of-service behavior, or abusive usage patterns; or
  • attempt to gain unauthorized access to software, systems, accounts, or data.

The Company may take any technical, operational, or legal measures it reasonably considers necessary to protect the security, integrity, availability, and lawful operation of the Service.


22. API Access and Usage

The Customer may access certain functionality through the API where the Company makes API access available.

All API use, including use through third-party tools, integrations, applications, or service providers, is subject to these Terms and any API documentation, technical requirements, usage rules, authentication requirements, and rate limits made available by the Company.

The Customer is solely responsible for:

  • all activities conducted through the API using its credentials, tokens, keys, integrations, or authorized connections;
  • all third-party products and providers it authorizes to access the API;
  • maintaining the confidentiality and security of API credentials and related authentication methods; and
  • promptly notifying the Company of any actual or suspected unauthorized access, misuse, or compromise relating to the API.

The Customer must not misuse the API or use it in a manner that:

  • exceeds applicable rate limits or reasonable request volumes;
  • circumvents technical limitations, access restrictions, or billing mechanisms;
  • threatens the security, integrity, or availability of the Service; or
  • otherwise constitutes abuse, fraud, or unauthorized use.

The Company may establish and enforce limits on API calls, request volumes, bandwidth, concurrency, access scopes, technical compatibility, and other API usage conditions.

The Company may modify, suspend, restrict, or discontinue API access at any time.


23. Customer Data

As between the parties, the Customer retains all rights, title, and interest in and to Customer Data.

The Customer is solely responsible for:

  • the legality, accuracy, quality, integrity, and reliability of Customer Data;
  • obtaining all rights, consents, notices, and lawful bases necessary for the Company to process Customer Data in accordance with these Terms, the Privacy Policy, the DPA, and applicable law; and
  • maintaining its own backups of Customer Data where appropriate for its business needs.

The Company may process Customer Data only:

  • to provide, maintain, secure, support, and improve the Service;
  • to prevent fraud, abuse, and security incidents;
  • to comply with legal obligations;
  • to enforce these Terms; and
  • as otherwise permitted by these Terms, the Privacy Policy, the DPA, or applicable law.

24. Data Protection and DPA

To the extent the Company processes personal data on behalf of the Customer in connection with the Service, the parties acknowledge that, for such processing, the Customer acts as controller and the Company acts as processor, unless the parties expressly agree otherwise in writing for a specific processing activity.

The DPA made available by the Company and accepted by the Customer, or otherwise incorporated into these Terms by reference for processor activities, forms part of the agreement between the parties and governs such processing.

If the Customer uses the Service in a way that requires the Company to process personal data on the Customer’s behalf as a processor, the Customer agrees that the DPA applies to that processing, whether accepted through the Service interface, through an Order, or by incorporation into these Terms.

The DPA governs, as applicable:

  • the subject matter and duration of processing;
  • the nature and purpose of processing;
  • the categories of personal data and data subjects;
  • the Customer’s documented instructions;
  • confidentiality obligations;
  • security measures;
  • subprocessors;
  • assistance with data subject rights and compliance obligations;
  • return or deletion of personal data; and
  • audit and information rights to the extent required by applicable law.

In the event of a conflict between these Terms and the DPA solely with respect to the processing of personal data by the Company on behalf of the Customer, the DPA prevails.

The Customer remains responsible for determining the lawful basis for processing, providing required privacy notices, and responding to data subject requests, except to the extent the Company is legally required or contractually obliged under the DPA to assist.

Where international transfers of personal data are involved, the applicable transfer mechanism stated in the DPA or otherwise required by applicable law applies.


25. Data Retention and Deletion

Upon termination or expiry of the Service, the Company may retain Customer Data for a limited period reasonably necessary for backup, security, fraud prevention, dispute resolution, enforcement, or legal compliance, after which it may delete or anonymize such data in accordance with its retention practices and applicable law.

The Customer is responsible for exporting any Customer Data it requires before cancellation, expiry, or termination.

Unless expressly agreed otherwise in writing or required by mandatory law, the Company has no obligation to retain Customer Data after the cancellation, expiry, or termination of the Service.

Where the Company offers post-cancellation, post-expiry, or post-termination data export or retrieval, it may condition such assistance on payment of applicable fees and technical feasibility.


26. Content Responsibility and Delivery Infrastructure

The Service is designed to facilitate the creation, management, deployment, synchronization, and distribution of digital identity, communication, branding, sales, marketing, and related content across channels and environments.

The Customer is solely responsible for:

  • all content, messages, assets, campaigns, templates, disclaimers, signatures, statements, claims, and branding elements created, uploaded, managed, or distributed through the Service;
  • compliance of such content and activities with applicable law, including marketing, consumer protection, privacy, employment, sector-specific, and intellectual property laws;
  • the configuration and lawful use of its own systems, domains, directories, devices, environments, and third-party services connected to the Service; and
  • recipient selection, targeting, publication decisions, delivery choices, and legal compliance of communications sent or managed using the Service.

The Company does not review all Customer content and does not assume responsibility for the legality, accuracy, appropriateness, or compliance of Customer content or Customer activities.

The Company is not responsible for delivery failures, non-delivery, synchronization issues, routing issues, formatting issues, rendering inconsistencies, filtering, blocking, delays, or other effects caused by third-party systems, client environments, infrastructure providers, directories, devices, recipient environments, or other systems outside the Company’s reasonable control.

The Customer must not use the Service to create, manage, distribute, synchronize, publish, or deploy content that is unlawful, deceptive, infringing, defamatory, discriminatory, abusive, misleading, or otherwise non-compliant with applicable law or third-party rights.


27. Intellectual Property

The Service, including all software, code, interfaces, documentation, designs, know-how, trademarks, trade names, logos, analytics, models, and other materials provided by the Company, is and remains the exclusive property of the Company and its licensors.

Subject to these Terms and payment of all applicable fees, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription term to access and use the Service solely for the Customer’s internal business purposes or other expressly permitted purpose stated in the applicable Order.

Except to the extent prohibited by mandatory law, the Customer must not, and must not permit any third party to:

  • copy, modify, adapt, translate, or create derivative works of the Service;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, or trade secrets from the Service;
  • sell, resell, sublicense, lease, time-share, or otherwise commercially exploit the Service except as expressly authorized in writing by the Company; or
  • remove or obscure proprietary notices.

The Customer grants the Company a non-exclusive, worldwide, limited right to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide the Service and perform the Company’s obligations under these Terms.


28. AI Services

The Service may include features that use artificial intelligence, machine learning, or similar technologies (“AI Services”).

AI Services may depend on third-party systems, models, infrastructure, or providers outside the Company’s control.

AI Services may produce outputs that are inaccurate, incomplete, misleading, biased, non-deterministic, inconsistent, unavailable, delayed, or otherwise unsuitable for the Customer’s intended purpose.

The Customer is solely responsible for:

  • deciding whether to enable or use AI Services;
  • all inputs submitted to AI Services;
  • reviewing, validating, and approving all AI-generated outputs before use or reliance; and
  • ensuring that it has all rights, permissions, notices, and lawful bases required to submit data, including personal data, to AI Services and to use resulting outputs lawfully.

Outputs generated by AI Services may not be unique and may be similar or identical to outputs generated for other users.

To the maximum extent permitted by applicable law, the Company makes no representation or warranty regarding the accuracy, reliability, legality, availability, continuity, or fitness for a particular purpose of AI Services or AI-generated output.

AI-generated output does not constitute legal, financial, medical, employment, compliance, or other regulated professional advice.

The Customer must not rely on AI Services for decisions or use cases where errors or failures could reasonably result in harm, discrimination, infringement, regulatory non-compliance, or material liability without appropriate human review and independent verification.

The Company may modify, suspend, limit, or discontinue AI Services at any time.


29. Confidentiality

Each party receiving Confidential Information (“Receiving Party”) must:

  • use the other party’s Confidential Information only as necessary to exercise rights or perform obligations under these Terms;
  • protect it using at least reasonable care; and
  • not disclose it to any third party except to employees, contractors, advisers, affiliates, and subprocessors who have a need to know and are bound by confidentiality obligations no less protective than those set out here.

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential by its nature and the circumstances of disclosure, including technical, financial, commercial, security, product, and business information.

Confidential Information does not include information that the Receiving Party can demonstrate:

  • was lawfully known to it without confidentiality obligation before disclosure;
  • becomes public through no breach of these Terms;
  • is lawfully received from a third party without breach of any duty; or
  • is independently developed without use of the disclosing party’s Confidential Information.

A Receiving Party may disclose Confidential Information where required by law, regulation, court order, or competent authority, provided that, where legally permitted, it gives prior notice sufficient to allow the disclosing party to seek protective measures.


30. Indemnification

To the maximum extent permitted by applicable law, the Customer must defend, indemnify, and hold harmless the Company, its affiliates, directors, officers, employees, and contractors from and against third-party claims, actions, proceedings, damages, losses, liabilities, judgments, settlements, fines, penalties, costs, and reasonable legal fees arising out of or relating to:

  • the Customer’s or its Users’ misuse of the Service, API, AI Services, or integrations;
  • Customer Data or any content, material, communication, campaign, signature, disclaimer, or asset submitted, generated, deployed, or distributed by or on behalf of the Customer through the Service;
  • the Customer’s breach of these Terms or applicable law;
  • infringement, violation, or alleged infringement or violation of third-party rights by Customer Data, Customer materials, or the Customer’s use of the Service; or
  • the Customer’s communications, marketing practices, publishing decisions, or use of third-party systems in connection with the Service.

31. Limitation of Liability

To the maximum extent permitted by applicable law, the Company and its affiliates, directors, officers, employees, agents, suppliers, and licensors are not liable for any:

  • indirect, incidental, special, punitive, or consequential damages;
  • loss of profits, revenue, business, goodwill, anticipated savings, or opportunities;
  • loss, corruption, or inaccessibility of data;
  • business interruption; or
  • the cost of substitute services,

arising out of or in connection with the Service or these Terms.

Subject to the first paragraph of this Section, to the maximum extent permitted by applicable law, the aggregate liability of the Company arising out of or in connection with the Service or these Terms will not exceed the total amount actually paid by the Customer to the Company for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim.

If the Customer has used the Service on a free basis and has paid no fees to the Company for the affected Service, the Company’s aggregate liability shall be none.


32. Disclaimer of Warranties

The Service is provided on an “as is” and “as available” basis.

The Company disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement.

The Company does not warrant that the Service will be uninterrupted, error-free, secure, compatible with every environment, or free from harmful components, or that all defects will be corrected.

The Customer acknowledges that the Service may depend on third-party infrastructure, internet connectivity, devices, platforms, integrations, payment providers, and other third-party systems outside the Company’s control.


33. Support Services

The Company may offer Support Services in its discretion.

Unless expressly stated otherwise in writing, Support Services are available only under an active paid support plan, support package, or other paid support arrangement offered by the Company.

Customers without an applicable paid support arrangement may have limited or no access to Support Services.

Where Support Services are provided, their scope, availability, response targets, channels, and conditions are governed by the applicable support plan, service description, Order, or support agreement.

Unless expressly agreed in a separate written SLA, the Company does not guarantee response times, resolution times, support availability, or any specific service levels.

The Company may modify, limit, suspend, or discontinue Support Services at any time.


34. Force Majeure

The Company is not liable for any delay, failure, or interruption in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, utility failures, internet or telecommunications failures, cyberattacks, denial-of-service events, failures of hosting or infrastructure providers, governmental actions, epidemics, pandemics, sanctions, and changes in law.


35. Suspension

The Company may suspend or restrict access to the Service, any Account, any Organization, or any User immediately if:

  • the Customer breaches these Terms;
  • payment obligations are not fulfilled when due;
  • the Service is used in a harmful, unlawful, abusive, fraudulent, or security-threatening manner;
  • the Customer or a User creates legal, operational, security, or reputational risk for the Company or third parties; or
  • the Company is required to do so by law, regulation, court order, sanctions regime, or competent authority.

Where reasonably practicable and legally permissible, the Company may provide notice and an opportunity to cure before suspension, but it is not obliged to do so.

During suspension, access to the Service may be limited or disabled in whole or in part, and fees may continue to accrue for active Subscription commitments.

The Company may restore access once the cause of suspension has been resolved to the Company’s reasonable satisfaction.

Prolonged suspension can result in termination.


36. Termination

The Customer may stop using the Service at any time and may terminate these Terms by cancelling all active Subscriptions and ceasing all use of the Service, subject to any outstanding payment obligations and any minimum commitment period agreed in an applicable Order.

The Company may terminate these Terms or terminate or disable access to the Service, any Account, any Organization, or any User immediately if:

  • a material breach of these Terms is not cured within any cure period provided by the Company;
  • payment obligations remain unpaid;
  • the Service is used in a manner creating material legal, security, or operational risk; or
  • termination is required by applicable law, regulation, court order, sanctions regime, or competent authority.

Upon termination, the Customer’s right to access and use the Service ceases immediately.

Sections that by their nature should survive termination, including provisions on payment, intellectual property, confidentiality, disclaimers, indemnities, limitation of liability, governing law, and dispute resolution, survive termination.


37. Changes to the Terms

The Company may update these Terms from time to time.

If a change is materially adverse to the Customer, the Company will provide reasonable prior notice, including by email, through the Service, or by another reasonable method, unless the change is required for legal, regulatory, security, or anti-abuse reasons.

The Customer is responsible for reviewing updated Terms. Continued access to or use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms.


38. Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Republic of Slovenia.


39. Dispute Resolution and Jurisdiction

Before initiating formal legal proceedings, the parties shall attempt in good faith to resolve any dispute arising out of or in connection with these Terms by contacting the other party and seeking an amicable resolution.

If a dispute is not resolved through negotiation, it shall be submitted to the competent courts of the Republic of Slovenia.


40. Entire Agreement and Order of Precedence

These Terms, together with the Privacy Policy, the DPA, any applicable Order, and any document expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings relating to the same subject matter.

No purchase order terms, procurement portal terms, vendor onboarding terms, or other unilateral customer terms modify these Terms unless expressly accepted by the Company in writing.

If there is a conflict, the order of precedence is:

  1. the applicable Order or negotiated written agreement signed by both parties;
  2. the DPA, solely for matters relating to personal data processing by the Company on behalf of the Customer;
  3. these Terms; and
  4. the Privacy Policy.

41. Severability, Assignment, and No Waiver

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be interpreted to the minimum extent necessary to make it enforceable where legally possible.

The Customer may not assign or transfer these Terms, in whole or in part, without the Company’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all of the Customer’s relevant assets, provided the assignee is not a competitor of the Company and agrees in writing to be bound by these Terms.

The Company may assign or transfer these Terms, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Failure by either party to enforce any provision of these Terms is not a waiver of that provision or any other provision.


42. Contact Information

AdSigner
https://www.adsigner.com
terms@adsigner.com

Erpium d.o.o.
Beograjska ulica 4
1000 Ljubljana
EU – Slovenia
VAT: SI 83851976

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