Terms of Service

The agreement

These Terms of Service form a binding agreement between Eziconic Solutions Private Limited, a company incorporated in India ("Eziconic", "we", "us") and the entity that subscribes to Spindle AI ("Customer", "you"). By creating an account, signing an order form, or using the service, you accept these terms on behalf of that entity and confirm you have authority to do so.

Where you have signed a separate master services agreement with us, that agreement prevails over these terms to the extent of any conflict. An order form, the data processing agreement and any applicable service level agreement form part of this agreement.

Definitions

• Service — the Spindle AI platform, its APIs, documentation and any related support.
• Customer Data — data you or your users submit, including target account lists, CRM records, positioning material and campaign configuration.
• Generated Content — advertising copy, creative and landing page content produced by the Service from Customer Data and account signals.
• Ad Platform — LinkedIn Marketing Solutions or any other advertising platform you connect.
• Order Form — the document setting out your plan, account volume, term and fees.
• Users — individuals you authorise to access the Service under your account.

Accounts and eligibility

The Service is offered to businesses only. You must be at least 18 and legally able to enter contracts. You are responsible for the accuracy of your registration details, for all activity under your account, and for keeping credentials confidential. Tell us promptly at security@spindle.ai if you suspect unauthorised access.

You are responsible for your Users' compliance with this agreement. Accounts may not be shared between individuals; each User needs their own credentials.

Subscriptions, plans and changes

Your plan, the number of named accounts you may activate, the number of connected ad accounts and the number of seats are set out in your Order Form. Activating more named accounts than your plan allows will prompt an upgrade; we do not charge automatic overage fees.

You may upgrade at any time, with the change taking effect immediately and fees prorated. Downgrades take effect at the start of the next billing period. Downgrading may reduce capacity or remove features, and we are not responsible for any resulting loss of configuration.

Fees, billing and taxes

• Fees are stated in your Order Form and are payable in advance, monthly or annually as selected.
• Invoices are due within 15 days unless the Order Form says otherwise.
• Subscriptions renew automatically for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
• We may increase fees at renewal on at least 45 days' written notice.
• Fees are exclusive of GST, VAT, withholding and other taxes, which you are responsible for. Where withholding is required by law, you will gross up so that we receive the full invoiced amount.
• Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• Fees are non-refundable except where expressly stated in this agreement or required by law.

Trials, pilots and beta features

Trials and pilots are provided for evaluation and may be modified or ended at any time. Features labelled beta, preview or early access are provided as-is, may be changed or withdrawn without notice, are excluded from any service level commitment, and should not be relied on in production.

Customer Data and licence

As between the parties, you own Customer Data. You grant us a non-exclusive, worldwide licence to host, process, transmit and display Customer Data solely to provide and support the Service, and to create aggregated, de-identified data that cannot reasonably be linked to you.

You represent that you have all rights and lawful bases necessary for us to process Customer Data as contemplated, including any notice or consent obligations owed to individuals in your target lists.

Personal data within Customer Data is processed under our data processing agreement, which is incorporated by reference and available at legal@spindle.ai.

Acceptable use

You may not, and may not permit anyone to:

• Use the Service to advertise anything unlawful, deceptive, defamatory, discriminatory or harassing
• Target individuals on the basis of protected characteristics in a manner prohibited by applicable law or by the Ad Platform's own policies
• Upload data you do not have the right to process, or data obtained in breach of a third party's terms
• Generate content that impersonates a person or organisation, or that falsely implies endorsement
• Reverse engineer, decompile or attempt to derive the source code or models behind the Service
• Resell, sublicense or provide the Service to third parties except as an agency acting for a disclosed client
• Use the Service to build a competing product, or benchmark it for publication without our written consent
• Circumvent usage limits, probe our security, or interfere with the integrity of the Service
• Upload malicious code or use the Service to transmit unsolicited bulk communications

We may investigate suspected violations and take proportionate action, including removing content and suspending access.

Ad platforms and third-party services

The Service creates and manages campaigns inside advertising accounts that you own and control. Your use of any Ad Platform is governed by your agreement with that platform, including its advertising policies, and you remain solely responsible for compliance with them.

We are not a party to your relationship with any Ad Platform. We do not control their availability, pricing, API behaviour, review decisions or enforcement action. If an Ad Platform changes or withdraws functionality, we will make reasonable efforts to adapt but cannot guarantee continuity of any feature that depends on it.

Third-party integrations you enable, such as a CRM or data warehouse, are used at your discretion and on that provider's terms. We are not responsible for their acts or omissions.

Generated Content and your review obligation

Subject to your payment of fees, we assign to you all rights we hold in Generated Content produced for your account. You may use it without restriction, including after termination.

Where you configure rules that publish content without human review, you accept that risk. We provide the approval workflow, claim library and version history precisely so that this can be controlled; using them is your decision.

Because generated output derives from statistical models, similar or identical content may be produced for other customers. We do not warrant that Generated Content is unique or protectable.

Intellectual property

We retain all right, title and interest in the Service, including its software, models, interfaces, documentation and the Spindle AI and Eziconic names and marks. Nothing in this agreement transfers those rights to you beyond the limited right to use the Service during the term.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without obligation to you.

We may identify you as a customer by name and logo in our marketing only with your prior written consent, which you may withdraw on 30 days' notice.

Confidentiality

Each party may receive information that the other treats as confidential. The receiving party will use it only to perform this agreement, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound by comparable obligations.

These obligations do not apply to information that is public through no fault of the recipient, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted provided the other party is given notice where lawful.

Warranties and disclaimers

We warrant that the Service will perform materially in accordance with its documentation, and that we will provide it with reasonable skill and care. Your exclusive remedy for breach of this warranty is correction of the deficiency or, if we cannot correct it within a reasonable period, termination and a refund of prepaid fees for the unused portion of the term.

Except as expressly stated, the Service is provided "as is". To the maximum extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We do not warrant any specific advertising outcome. Click-through rates, cost per meeting, pipeline and any other figures shown in our marketing are illustrative and are not a promise of results for your programme.

Indemnification

By us. We will defend you against third-party claims that the Service infringes their intellectual property rights, and pay resulting damages and reasonable costs finally awarded. This does not apply to claims arising from Customer Data, Generated Content you published without review, modifications made by you, or use in combination with anything not supplied by us.

By you. You will defend us against third-party claims arising from Customer Data, from advertising you published using the Service, or from your breach of the acceptable use section, and pay resulting damages and reasonable costs finally awarded.

The indemnified party must give prompt notice, allow the other to control the defence, and provide reasonable cooperation.

Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or lost business opportunity, even if advised of the possibility.

Each party's total aggregate liability arising out of this agreement is limited to the fees paid or payable by you in the twelve months preceding the event giving rise to the claim.

These limits do not apply to your payment obligations, either party's indemnification obligations, breach of confidentiality, or any liability that cannot be excluded by law, including fraud, wilful misconduct, and death or personal injury caused by negligence.

We are not liable for advertising spend committed on an Ad Platform, or for any action an Ad Platform takes in relation to your account or creative.

Term, suspension and termination

This agreement starts on your subscription start date and continues for the term in your Order Form, renewing automatically as described above.

Suspension

We may suspend access, in whole or part, where there is a security risk, where your use threatens the stability of the Service or breaches the acceptable use section, where payment is more than 15 days overdue, or where required by law. Except in an emergency we will give notice and an opportunity to cure.

Termination

Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other becomes insolvent or enters liquidation.

Effect

On termination your access ends and campaigns created by the Service remain in your own ad account, under your control. You may export Customer Data for 30 days, after which we delete it in accordance with our privacy policy. Sections on fees accrued, confidentiality, intellectual property, indemnification, liability and governing law survive.

Changes to the Service and these terms

We continue to develop the Service and may add, change or remove features. We will not materially reduce core functionality during a paid term without offering you a pro-rata refund of the unused portion.

We may amend these terms on 30 days' notice to account administrators. If an amendment materially disadvantages you, you may terminate without penalty before it takes effect by writing to legal@spindle.ai. Continued use after the effective date is acceptance.

Governing law and disputes

This agreement is governed by the laws of India, without regard to conflict of law rules. The courts at Bengaluru, Karnataka have exclusive jurisdiction, and each party submits to that jurisdiction.

Before commencing proceedings, the parties will attempt in good faith to resolve the dispute by escalation to senior representatives for 30 days. Either party may seek injunctive relief at any time to protect intellectual property or confidential information.

Any dispute not resolved by escalation may be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement, seated in Bengaluru, conducted in English.

General

• Assignment. Neither party may assign this agreement without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, excluding payment obligations.
• Notices. Legal notices to us go to legal@spindle.ai and to our registered office. Notices to you go to your account administrator's email address.
• Severability. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Independent contractors. Nothing creates a partnership, agency or employment relationship.
• Entire agreement. This agreement, with the Order Form, data processing agreement and any service level agreement, is the entire agreement and supersedes prior discussions. Terms in your purchase order do not apply.

Contact

Eziconic Solutions Private Limited
Registered office: Bengaluru, Karnataka, India
Legal: legal@spindle.ai
Billing: billing@spindle.ai
Security: security@spindle.ai