Confect.io Terms of Service

These Terms of Service (referred to as the "Terms") establish a legally binding agreement that outlines the rights and responsibilities of both you ("Customer") and Confect.io ApS ("Confect", "Company", "we", "us", or "our") in relation to the Confect website (referred to as the "Site" or "Website") and our web application or other services (referred to as the "Services") offered by Confect. 

By using our Website and/or Services, you are indicating your agreement to comply with and be bound by all the terms and conditions stated in this Agreement. We urge you to carefully review these Terms. If you do not agree to these Terms, please refrain from using the Website or Services. We reserve the right to update or revise these Terms without prior notice. It is your responsibility to periodically check these Terms for any changes. Your continued use of our Website or Services after the posting of any changes constitutes your acceptance of those changes. Our current and updated Terms can be found at confect.io/terms-of-service.

1.Definitions

1.1. "Customer Data" refers to all information and data that Customer provides to Confect through their use of the Services.

1.2. "Services" refers to the services offered by Confect through the app.confect.io proprietary online platform, which includes the creation of dynamic advertising content (referred to as "Feed Automations" and “Design”) and the analytics and benchmarking of various aspects of Customer's advertising initiatives (referred to as "Analytics").

1.3. "Services Data" refers to the data collected and processed by Confect in the course of providing the Services, which pertains to the use of the Services, including performance metrics, statistical or aggregated information about Customer's use of the Services, and information about compatibility and interoperability of the Services.

1.4. "Term" refers to the duration of this Agreement as specified in Section 13 below.

1.5. "Users" refers to Customer's employees, contractors, agents, or any other individuals who are authorized by Customer to use and access the Services on Customer's behalf.

2.Proprietary Rights

2.1. Customer acknowledges and agrees that the Services and the Services Data are the proprietary property of Confect. All rights, including intellectual property rights, in and to the Services, the Services Data, and any materials contained therein, such as computer code, algorithms, know-how, trade secrets, design, graphics, structure, selection, coordination, expression, "look and feel," and arrangement of the Services, belong solely and exclusively to Confect. All trademarks, trade names, service marks, and copyrights associated with the Services are owned by Confect. This Agreement does not grant Customer any intellectual property rights in the Services. Customer is granted the right to access and use the Services solely in accordance with the terms of this Agreement. Any rights to the Services and any other materials not expressly granted herein are reserved by Confect.

3.Grant of Right of Access and Use

3.1. Provided that Customer complies with the terms and conditions of this Agreement and timely pays the license fee, Confect grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer's internal business purposes.

3.2. Customer retains ownership of the data regarding performance and content used in connection with their creatives and flows. Confect may use such data on an aggregated and anonymous level for its business and statistical purposes.

3.3. Confect retains ownership, copyright, and all other intellectual property rights to the Confect platform.

3.4. Customer is prohibited from breaking or modifying any files or codes that provide access to the use of Confect. Customer is also not allowed to alter or remove any statements, notices, or comments related to copyright, trademark, or other rights associated with Confect.

3.5. Unless permitted by mandatory laws, Customer is not entitled to copy Confect. If copying is allowed by law, Customer must comply with all applicable laws and regulations.

4.Customer Responsibilities

4.1. Customer is fully responsible for the quality, accuracy, and completeness of the Customer Data transmitted through the Services. Customer must provide and/or obtain, at their own cost, any equipment (such as servers and computer systems) necessary for accessing and using the Services. Confect has no responsibility for such connections.

4.2. Logins for Users. Customer acknowledges that the log-in access codes, user names, and/or passwords ("Logins") provided to Customer and other Users are personal and should only be used by the designated Users. Customer is responsible for maintaining the confidentiality of all Logins and ensuring that unauthorized access to the Services through Customer's systems and interfaces is prevented to the extent commercially reasonable. Customer is fully responsible and liable for all activities carried out through the Logins.

4.3. Acceptable Use. Customer is solely responsible for the content of any data or transmissions, or any other use of the Services by Customer or any User. Customer shall not interfere with or disrupt other users of the Services. Customer shall make commercially reasonable efforts to prevent the introduction of errors or corruption of data transmitted via the Services. Customer shall implement security systems and procedures to prevent unauthorized access, misuse, or disruption of the Services. If Customer becomes aware of any unauthorized access, misuse, or disruption of the Services, Customer shall immediately notify Confect at an@confect.io, providing reasonable details of the security breach and the measures taken to remedy the breach.

4.4. Suspension of Access. Confect reserves the right to suspend or terminate Customer's access to the Services immediately, without prior notice, if Confect has a good faith belief that Customer is using the Services for illegal, abusive, or disruptive purposes. Additionally, Confect may restrict or suspend Customer's access to the Services in the following circumstances, in Confect's sole determination: (i) full or partial interface failure; (ii) a breach in the security of the Services; (iii) a material breach by Customer of its obligations under this Agreement; or (iv) to comply with applicable law.

5.Confidentiality.

Each party acknowledges that it may have access to the other party's Confidential Information, which includes information about the other party's business, plans, technology, and products, or other information held in confidence. Both parties agree that they will not use the Confidential Information for their own account or for the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement. Additionally, both parties agree not to disclose the Confidential Information to any third party, except as required by law or to their consultants, contractors, attorneys, accountants, and other advisors as reasonably necessary.

5.1. The Customer shall not sell, distribute, license, rent out, lease, lend, pawn, or otherwise transfer, transport or surrender Confect or the rights of use thereto to third parties without prior written permission from Confect, as outlined in section 10.

5.2. Confect shall treat all data, information, and trade secrets relating to the Customer, acquired within the framework of cooperation and the use of the Confect platform, confidentially.

5.3. Confect shall take necessary technical and organizational security precautions to prevent accidental or illegal destruction, loss, or impairment of information, and to prevent unauthorized access, misuse, or processing in violation of the agreement. Upon Customer's request, Confect shall provide sufficient information to ensure that the aforementioned technical and organizational security measures have been taken.

6.Aggregated Anonymized Data

While Customer Data shall remain the property of Customer, Confect is allowed to aggregate and anonymize Customer Data and/or other data provided by Customer or related to Customer's use of the Services ("Aggregated Data"). Such Aggregated Data shall be anonymized and not identify Customer as the source of the data. Confect shall be the owner of the Aggregated Data and reserves the right to use, license, and sublicense the Aggregated Data.

7.Feedback

Customer and its Users may provide Confect with feedback on the use of the Services, including information about bugs, errors, and malfunctions, performance, compatibility, interoperability, and requested enhancements, changes or additions to the Services (collectively, "Feedback"). Customer and its Users hereby assign all rights in and to the Feedback to Confect, including the right to use it commercially for any purpose deemed appropriate by Confect.

7.1. For the purpose of this Agreement, "Error" shall mean any inconsistency between the System comprised by the Services and the applicable specification described in the System Specification or any applicable technical standard.

7.2. In relation to software, Confect will, based on an error report from the Customer, prepare a Software Patch or Software Update ("Software Update") to permanently rectify such Errors ("Permanent fix") within a reasonable timeframe.

8.Personal Data

The parties acknowledge that except for Users' personal data related to the use of the Services, limited to full name, email address, and associated company, they do not expect any personal data to be disclosed between them through Customer's use of the Services.

The platform may collect data on the Customer's usage of the platform, such as activity levels of Users and attribution of actions to specific Users. This information is treated confidentially.

9.Support

9.1. Confect will make efforts to ensure that the Services operate properly. However, due to factors such as back-end software, infrastructure, servers, third-party networks, and internet connectivity, Confect cannot guarantee uninterrupted or error-free operation of the Services, or that the Services will always be available and free from errors, omissions, or malfunctions. In the event of any failure or malfunction, Confect will attempt to restore the availability of the Services as soon as possible. However, such incidents will not be considered a breach of the Terms.

9.2. During the Term, Confect will make efforts, either directly or with the assistance of third parties, to provide technical support to Customer for technical questions, problems, and inquiries related to the Services. Technical support will be provided during Confect's business days and hours, and in accordance with its then-applicable support scheme, hours, and channels. Confect will aim to respond to Customer's technical questions, problems, and inquiries as soon as possible. However, Confect does not provide warranties for successful or satisfactory resolution of such questions, problems, or inquiries, and may decline to provide support for matters that it deems, at its sole discretion, to require unreasonable time, effort, costs, or expenses. Customer agrees to cooperate and work closely with Confect in order to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as reasonably requested by Confect for the purpose of providing technical support.

9.3. Confect will provide Customer with access to a helpdesk that is available to handle questions related to day-to-day operation and maintenance of the Services. The helpdesk will be open on all normal working days, from 9:00 to 17:00 (CET). Customer can submit inquiries to hey@confect.io or through the chat function within the platform.

9.4. Confect employees are allowed to access the Customer’s account and content if necessary, for the purpose of providing assistance, error resolution and support.

10.Transfer of rights

10.1. The Customer shall not transfer, in whole or in part, its rights and obligations under this Agreement to any third party without obtaining prior written consent from Confect.

10.2. Confect may not transfer, in whole or in part, its rights and obligations under this Agreement to any third party without obtaining prior written consent from the Customer. However, Confect is entitled to transfer its rights and obligations under this Agreement without the Customer's consent in case of a sale of the business operated by Confect or to companies that are group-associated with Confect as defined in Section 5 of the Danish Companies Act no. 18, cf. Section 7.

11.Consideration

11.1. In exchange for the Customer's access to and use of the Services, the Customer agrees to pay Confect the fees specified for the Services subscribed to by the Customer (the "Consideration"), in accordance with the payment terms outlined in clause 12. The Consideration is non-refundable.

11.2. The pricing for the Services is based on the assumption that the Customer will use the Services themselves, including creating and running creatives and flows ("Feed Automations"), analyzing and interpreting the Service Data ("Analytics"), or performing any other activities to achieve desired outcomes in relation to Confect's Services. Confect is not responsible for directly performing actions on the Customer's behalf to achieve outcomes within the platform.

11.3. The Consideration does not include any excise, sales tax, VAT, withholding tax, or other governmental charges or transaction charges associated with the use of the Services. The Customer shall be responsible for bearing all such taxes and charges, except for taxes based solely on Confect's net income.

12.Payment Terms

12.1. The license fee for the Services subscribed to by the Customer is determined based on the specific agreement.

12.2. The Customer shall ensure timely payment of the license fee as agreed upon between the Parties.

12.3. The license fee is payable for the duration of the Agreement as long as it is in force.

12.4. Invoicing is done monthly in advance, unless otherwise agreed upon. Payment must be made within the agreed payment period.

12.5. In the event of late payment, interest will be calculated from the invoice date in accordance with the applicable interest rates as per the Interest Act.

13.Term and Termination

13.1. This Agreement shall remain in effect until terminated by either Customer or Confect (the "Term").

13.2. Either Customer or Confect may terminate this Agreement by providing thirty (30) days' prior written notice to the other party. Customer's notice of termination shall be delivered to Confect. However, in the event of a material failure by Customer to comply with the terms and conditions of this Agreement, Confect may terminate Customer's right of access and use, and this Agreement, without notice, unless otherwise agreed upon in writing by Confect.

13.3. Upon termination of this Agreement:

(a) Customer and its Users shall immediately cease all use of the Services;

(b) Confect may charge Customer for any outstanding fees (if any) incurred up to the termination date;

(c) Confect is not obligated to refund any portion of the paid license fees to Customer, but in the event of termination due to a material breach by Confect, Customer may request compensation for any losses suffered as a result of the limitations imposed by this Agreement. However, such compensation shall not exceed the amount of the last payment made by the Customer.

13.4. Confect reserves the right to change its fee structure, pricing, and/or provide upgrades to the Services with 45 days' notice, in which case the new rates will be effective from the next renewal period.

13.5. In the event of a material breach by either party, the non-breaching party may terminate this Agreement with written notice of the breach provided at least 14 days prior to termination, if the breach has not been rectified by the defaulting party.

13.7. Sections of this Agreement that, by their nature, should survive termination, shall continue to be in effect even after termination of this Agreement.

14.Liability

14.1. The parties agree that this Agreement shall be governed by Danish law.

14.2. Confect reserves the right to change the structure, features, layout, design, or display of the Services, as well as the scope and availability of information and content, without prior notice. Such changes may result in glitches or inconvenience. Customer acknowledges and agrees that Confect shall not be held responsible for any malfunctions or failures that may arise from such changes.

14.3. Confect's total liability for all losses under this Agreement, regardless of the basis for such liability, is limited to the license fees actually paid by the Customer within the past payment period, with a maximum cap of EUR 10,000. In determining the limitation of Confect's total liability, any amount or value of compensation previously paid or granted by Confect to cover or serve as a discount for the Customer's loss, for which Confect is responsible, shall be deducted.

14.4. Confect shall not be responsible for the applicability of the Services in relation to the specific use anticipated by the Customer, including integration or interaction between Confect and the Customer's other hardware and software.

14.5. Confect shall not be responsible for operating losses, business or operational disruptions, lost profits and revenue, loss of data or inability to access data, lost savings, third-party claims against the Customer, or any indirect or consequential damages of any kind.

14.6. The Customer is responsible for maintaining the security of its user logins, including managing unique passwords and usernames assigned by Confect in a secure manner. If any misuse is detected, Confect must be immediately informed.

14.7. Confect shall not be responsible for any losses arising in connection with hosting, upgrades, maintenance, and support of the Confect platform.

14.8. Confect shall not be responsible for force majeure-like conditions, such as power supply interruptions, public network breakdowns, flooding, or similar conditions that prevent or restrict the delivery of the Confect platform.

14.9. Confect's liability for product liability shall be limited to the extent required by mandatory legislation.

14.10. The limitations in this clause shall not apply in cases where the loss can be attributed to gross negligence or intentional misconduct.

15.Indemnification

Customer agrees to indemnify and hold harmless Confect, its directors, officers, employees, and subcontractors, at Confect's request and at Customer's expense, from and against any damages, losses, costs, expenses, and payments, including reasonable attorney's fees and legal expenses, arising from any third-party complaint, claim, plea, or demand in connection with Customer's or any Customer's Users' breach of any provision in this Agreement.

16.Choice of law and legal venue

16.1. Regardless of Customer's jurisdiction of incorporation, or the jurisdiction where it engages in business or from where it accesses the Services, this Agreement and Customer's use of the Services, any dispute between the parties shall be governed by Danish law.

17.Miscellaneous

17.1. Assignment. Customer may not assign this Agreement without obtaining Confect's prior written consent. Any purported assignment without Confect's prior written consent is void.

17.2. Relationship of the Parties. The relationship between Confect and Customer is strictly that of independent contractors, and neither is an agent, partner, joint venturer or employee of the other. Confect is allowed to publicly tell other parties that Customer is a customer and/or user of Confect.

17.3. Entire Agreement and Severability. This Agreement constitutes the entire and complete agreement between Customer and its Users and between Confect concerning the subject matter herein and supersedes all prior oral or written statements, understandings, negotiations, and representations with respect to the subject matter herein, unless signed by a director from Confect in a document such as a yearly contract or NDA. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect.

17.4. No Waiver. Neither Confect nor Customer will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach by the other of any terms or provisions of this Agreement. The waiver, by either Confect or Customer, of any such breach will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

17.5. Email Marketing Communications. By consenting to Confect's email marketing in the registration process or subscribing via our subscription tools, you agree to receive recurring email communications, including but not limited to notifications (regarding the account and feature subscriptions), email marketing content, and emails including requests for reviews from us. Messaging frequency varies. If you wish to unsubscribe from receiving email marketing messages and notifications, use the unsubscribe link we provided you within any of our email messages.

Questions About This Terms of Service

If you have any questions or comments about Terms, please contact us in any of the following ways:

By email: hey@confect.io

By postal mail or courier:

Confect.IO Aps Dampfærgevej 3

2100 København Denmark