1. Agreement to Terms
These Terms of Service (the “Terms”) form a binding agreement between you and Promevra (“Promevra,” “we,” “us,” or “our”) and govern your access to and use of the Promevra AI advertising and growth platform, including our website, web application, background services, and related services (collectively, the “Services”).
By creating an account, accessing, or using the Services, you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization. If you do not agree, do not use the Services.
2. Eligibility and Accounts
You must be at least 18 years old and capable of forming a binding contract to use the Services. You are responsible for the accuracy of your account information, for maintaining the confidentiality of your credentials, and for all activity that occurs under your account.
Organizations may invite team members and assign roles. Account owners and administrators are responsible for managing their members’ access and for their members’ use of the Services.
3. Subscriptions, AI Credits, and Billing
The Services are offered under tiered plans that reflect increasing levels of AI automation. Paid plans include an allowance of AI Credits, which are consumed when the AI performs actions such as generating campaigns, creating creatives, auditing accounts, and optimizing performance.
- Fees are billed in advance on a recurring basis (monthly or annually) through our payment processor, Stripe.
- Subscriptions renew automatically until cancelled. You may cancel at any time; cancellation takes effect at the end of the current billing period.
- Except where required by law, fees are non-refundable and AI Credits do not carry over between billing periods unless otherwise stated.
- We may change plans, features, credit allowances, or pricing on a prospective basis, with notice for material changes.
- You are responsible for applicable taxes. Prices are exclusive of taxes unless stated otherwise.
- If a payment fails, we may suspend or downgrade your access until payment is resolved.
4. Free Plan and Trials
We may offer a free plan or trial that provides limited access so you can evaluate the Services. Free and trial access may include reduced features, limited AI Credits, and preview-only functionality, and may be changed or discontinued at any time.
5. Acceptable Use
You agree not to, and not to permit others to:
- Use the Services to create, launch, or manage advertising that is illegal, deceptive, fraudulent, or that violates the policies of any advertising platform.
- Promote content that infringes intellectual property, is defamatory, or violates the rights or privacy of others.
- Upload malware, attempt to gain unauthorized access, or interfere with the integrity or performance of the Services.
- Reverse engineer, scrape, or resell the Services except as permitted by law.
- Use the Services to violate any applicable law, regulation, or third-party terms.
- Misrepresent AI-generated content in a manner prohibited by law or platform policy.
We may investigate and take action, including suspension or termination, for violations of this section.
6. Your Content
You retain all rights to the content, brand assets, and data you provide to the Services (“Your Content”). You grant Promevra a worldwide, non-exclusive license to host, process, reproduce, and display Your Content solely to provide and improve the Services and to generate outputs at your direction.
You represent that you have the necessary rights to Your Content and that its use in the Services does not violate any law or third-party rights.
7. AI-Generated Content and No Performance Guarantee
The Services use AI to generate content and recommendations. Subject to these Terms and applicable law, as between you and Promevra, you own the outputs generated for you through your use of the Services. Similar or identical outputs may be generated for other users, and you are responsible for ensuring your use of outputs complies with applicable law and platform policies.
- AI outputs may be inaccurate, incomplete, or unsuitable for your purpose. You are responsible for reviewing and approving outputs before use.
- Estimates of impact, growth scores, and projected improvements are illustrative and not guarantees.
- Promevra does not guarantee any particular advertising outcome, return on ad spend, revenue, or performance result.
8. Third-Party Platforms and Services
The Services integrate with third-party advertising platforms and other services. Your use of those platforms is governed by their own terms and policies, and you are responsible for complying with them. You authorize Promevra to access and act on your connected accounts as directed by you. We are not responsible for the availability, actions, or policies of third-party platforms.
9. Managed Services
Certain plans may include managed or human-assisted advertising services. Any such services are provided subject to these Terms and any additional order form or statement of work. Recommendations and actions taken as part of managed services are advisory and, where they involve high-impact changes, are subject to your approval.
10. Intellectual Property
The Services, including all software, design, text, and trademarks (excluding Your Content and third-party materials), are owned by Promevra or its licensors and are protected by intellectual property laws. Except for the rights expressly granted to you, we reserve all rights. You may provide feedback, and we may use it without restriction or obligation to you.
11. Confidentiality
Each party may receive confidential information of the other. The receiving party will protect such information with reasonable care and use it only to perform under these Terms, except as required by law.
12. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE OR ACHIEVE ANY RESULT.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROMEVRA AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES.
OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
14. Indemnification
You will defend, indemnify, and hold harmless Promevra and its affiliates from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your Content, your use of the Services, your advertising activities, or your violation of these Terms or applicable law.
15. Term, Suspension, and Termination
These Terms remain in effect while you use the Services. You may stop using the Services and close your account at any time. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Services or other users.
Upon termination, your right to use the Services ends. We may delete your data after a reasonable period, subject to legal retention requirements. Sections that by their nature should survive termination will survive.
16. Changes to the Services or Terms
We may modify the Services or these Terms from time to time. For material changes to these Terms, we will provide notice, such as by updating the “Last updated” date or notifying you in-app or by email. Your continued use of the Services after changes take effect constitutes acceptance.
17. Governing Law and Disputes
These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles, unless a different governing law is required by applicable law in your jurisdiction. The parties will attempt to resolve disputes informally before pursuing formal proceedings, and agree to the exclusive jurisdiction of the courts located in the Province of Quebec, Canada, except where you have mandatory rights to bring proceedings in another forum.
The parties have expressly requested that these Terms and all related documents be drawn up in English. Les parties ont expressément demandé que la présente convention et tous les documents connexes soient rédigés en anglais.
18. Miscellaneous
- These Terms, together with any order forms and referenced policies, are the entire agreement between you and Promevra regarding the Services.
- If any provision is found unenforceable, the remaining provisions remain in effect.
- Our failure to enforce a provision is not a waiver.
- You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
- Neither party is liable for delays or failures caused by events beyond its reasonable control.
19. Contact Us
Questions about these Terms can be sent to legal@promevra.com.