These Terms apply to your use of the AIclicks platform. Please read them before you create an account or subscribe.
Last Updated on August, 24, 2026
Overview
These Terms of Service (the “Terms”) apply to your use of, access to, and other engagement with our AIclicks branded products and services, including the AIclicks platform, the website at www.aiclicks.io, the API, and our related applications (the “Services”). Throughout these Terms, “AIclicks,” “we,” “us,” and “our” refer to MB Purai, a company registered in the Republic of Lithuania, company number 307180205, VAT number LT100019104415, registered address Tuskulėnų g. 24-37, LT-09211 Vilnius, Lithuania, trading as AIclicks. “Customer,” “you,” and “your” refer to our customers or anyone else who accesses, uses, or otherwise engages with the Services.
We offer two different tiers of our Services: (a) “Standard Services,” which may be purchased directly from our website; and (b) “Enterprise Services,” which are purchased under a signed Subscription Services Agreement, together with any statement of work or written estimate agreed under it. “Standard Customers” refers to Customers of Standard Services, and “Enterprise Customers” refers to Customers of Enterprise Services.
Enterprise Services are governed by these Terms as well as the terms set out in the Subscription Services Agreement. For Enterprise Services, any reference to “Terms” is read to include those set out in the Subscription Services Agreement. In the event of a conflict between these Terms and the Subscription Services Agreement, the Subscription Services Agreement prevails.
By using, accessing, or otherwise engaging with the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using, accessing, or otherwise engaging with the Services on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.
1. Providing the Services
1.1. Subject to these Terms, AIclicks grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Term (as set out in Section 3 (Term and Termination)) solely for your own business purposes, which do not include any transfer or sublicense of access to the Services and do not otherwise permit you to commercialise access to or use of the Services by or on behalf of any third party.
1.2. Use with your own clients. If you are an agency or consultancy, you may use the Services and the reports they produce to deliver services to your own clients, and you may grant account access to named individuals at those clients solely in connection with the services you provide to them, provided that each such client can access only its own data. You may not resell, sublicense, rent, or lease the Services, and you may not charge for access to the Services except as part of the services you provide to your own client. You remain responsible for the acts and omissions of everyone accessing the Services under your account.
1.3. We may engage subcontractors and third-party service providers to assist in providing the Services, including cloud hosting providers, infrastructure and proxy providers, payment processors, and large language model providers, provided that we remain fully responsible for their performance to the extent it relates to our obligations under these Terms.
1.4. We will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) scheduled maintenance, for which we will endeavour to provide advance notice; and (b) unavailability caused by circumstances outside our reasonable control, including acts of God, government actions, natural disasters, labour disputes, internet service disruptions, denial of service attacks, and outages, changes, restrictions, or rate limits imposed by any third-party platform, model provider, or data source on which the Services depend.
1.5. No service level commitment. Except where a Subscription Services Agreement expressly states otherwise, we do not commit to any uptime percentage, availability level, or service credit. Section 5 (Technical Support) sets out response targets, which are targets and not guarantees.
1.6. Allowances and credits. At the start of each Term you are allocated the prompts, LLM responses, websites, models, articles, seats, and other quantitative limits set out for the plan you purchase or in your Subscription Services Agreement (collectively, the “Allowance”). The Allowance is consumed as you use the Services. Your prompt Allowance applies across your entire account, not per website or per workspace. Any unused Allowance and any unused credits expire at the end of the then-current Term, do not roll over, have no cash value, and are not refundable. Where you exceed your Allowance, we may limit the Services to your contracted limits or, with your written agreement, invoice the excess at our then-current rates.
1.7. Changes to the Services. We may add, change, or remove features. Generally available improvements are included in your subscription unless we designate them as a paid add-on or upgrade. We will not materially reduce the core functionality of a paid plan during a Term you have already paid for, except where required for legal, security, or third-party reasons. We may change the models, data sources, methods, or providers used to deliver the Services at any time.
1.8. Beta features. We may make beta, preview, or early access features available. They may be incomplete or unstable and may be changed or withdrawn at any time. They are provided as is, are excluded from Sections 1.4 and 5, and should not be used for business critical purposes.
1.9. Integrations. The Services may connect to third-party products at your instruction, such as analytics platforms or content management systems. You are responsible for your own accounts with those products, for the permissions you grant, and for compliance with their terms. We are not responsible for a third-party product, its availability, or its handling of your data.
1.10. To the extent you use the Services to process personal data, you are the controller of that personal data and we are your processor, as those terms are defined in Applicable Laws. Section 9 (Data Protection) applies.
1.11. We reserve the right, in our sole discretion, to monitor your use of the Services as necessary to enforce our rights and obligations under these Terms and to protect the Services and other customers.
2. Customer Obligations
2.1. You shall use the Services only for lawful purposes and in compliance with all applicable local, national, or international law or regulation, including law relating to intellectual property, privacy, data protection, artificial intelligence, competition, consumer protection, export controls, and sanctions (“Applicable Laws”).
2.2. You are responsible for safeguarding any account credentials, API keys, and access tokens associated with your use of the Services. Credentials are personal and shall not be shared with unauthorised third parties. You are responsible for all activity that occurs under your account, whether or not you authorised it, and must promptly notify us at support@aiclicks.io of any unauthorised access to or use of your account. You shall revoke access without undue delay when a person ceases to be authorised.
2.3. You shall provide accurate, complete, and current information when you register and shall keep it up to date. We may refuse or close an account registered with false, incomplete, or disposable details, or created to circumvent an Allowance, a trial limit, or a suspension.
2.4. Tracked brands and inputs. You choose which brands, domains, prompts, and competitors the Services monitor (each a “Tracked Brand”) and what data, materials, trade marks, brand assets, and other content you submit (“Customer Content”). You are solely responsible for that choice and its configuration. You represent and warrant that you have all rights, permissions, and a lawful basis to submit each item of Customer Content, including any personal data, and that your instructions to us will not cause us to breach Applicable Laws. You may track brands you do not own, including competitors and the brands of your own clients, provided you do so lawfully.
2.5. Generated content. Where the Services generate articles, recommendations, or other content, that content is produced by automated systems and may be inaccurate, incomplete, outdated, or similar to content generated for another customer. You shall review, fact check, and edit any generated content before you publish or rely on it. You are solely responsible for anything you publish, including its accuracy, its compliance with Applicable Laws, and any obligation to disclose that it was produced with the assistance of artificial intelligence.
2.6. You shall not: (a) sell, resell, license, sublicense, distribute, rent, or lease the Services, or make the Services or any account or credential for them available to any third party, except as permitted by Section 1.2; (b) interfere with or disrupt the integrity, performance, security, or availability of the Services, including by excessive automated requests; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, prompt libraries, prompt structures, scoring logic, or underlying methodologies of the Services; (d) modify, create derivative works based upon, or copy any part of the Services; (e) scrape, spider, harvest, or use any automated means to extract data from the Services other than through our standard export functionality or the documented API; (f) access or use the Services or any output for the purpose of building a competing product or service, or for benchmarking or competitive analysis for the benefit of a competitor of ours; (g) remove, obscure, or alter any proprietary notice, mark, or attribution appearing in or on the Services or any output; (h) disclose to any competitor of ours the non-public features, methodologies, pricing, or performance characteristics of the Services; or (i) use the Services in any manner that violates these Terms, including Section 7 (Acceptable Use).
2.7. We may apply reasonable technical controls, including rate limiting, to protect the Services and other customers. Access to the API is subject to these Terms, the API documentation, and any quotas we apply. We may change, deprecate, or withdraw an API endpoint on reasonable notice, and immediately where required for security or legal reasons.
3. Term and Termination
3.1. Free trial. Where we offer a free trial, its length and terms are shown at signup and on our pricing page. A valid payment method is required to start a trial. Your payment method is not charged during the trial. When the trial ends, your subscription begins automatically and your payment method is charged, unless you cancel before the trial ends. Trials are limited to one per customer, and we may restrict repeated trial signups from the same organisation, device, or network.
3.2. Standard Services Term. For Standard Services, the Term begins when you complete the purchase process and provide your payment information, and continues for the billing period you selected. Except where prohibited by Applicable Laws, the Term automatically renews for successive periods of the same length, at our then-current price for your plan, until cancelled or terminated by you or by us. You may cancel at any time in your billing settings or by writing to support@aiclicks.io. Cancellation takes effect at the end of the then-current Term, until which time you may continue using the Services. Removing or cancelling your payment method, revoking a mandate, or raising a chargeback is not notice of cancellation and does not end your subscription or your obligation to pay Fees already due.
3.3. Plan changes. You may upgrade or downgrade a Standard Services plan. An upgrade takes effect immediately and is charged pro rata. A downgrade takes effect at the start of the next Term, and the lower Allowance applies from that point. Where you are on a plan we no longer sell, we will continue to honour it for as long as your subscription remains active without interruption, but it cannot be reinstated after cancellation and may be withdrawn on sixty (60) days’ notice.
3.4. Enterprise Services Term. For Enterprise Services, the Term is set out in the Subscription Services Agreement, together with its renewal, non-renewal notice, and termination provisions, which apply in place of Sections 3.2 and 3.3.
3.5. Termination by AIclicks. We may terminate your ability to use the Services, or for Enterprise Customers any Subscription Services Agreement, for any reason upon thirty (30) days’ written notice to you, in which case we will refund a pro-rata portion of any prepaid Fees for the unused remainder of the then-current Term. Notwithstanding the foregoing, we may immediately suspend or terminate your access to the Services if we determine, in our reasonable judgment, that you or anyone accessing the Services on your behalf has violated any restriction in Section 2 (Customer Obligations) or Section 7 (Acceptable Use), if you have failed to pay any applicable Fees within seven (7) days of their being due, if you raise a chargeback other than in respect of a demonstrable billing error, or if you become insolvent, enter administration or liquidation, or cease to carry on business.
3.6. Termination by Customer for cause. If we commit a material breach of these Terms and fail to cure it within thirty (30) days of your written notice describing the breach, you may terminate immediately on written notice, stop further payments accruing after the effective date of termination, and receive a pro-rata refund of any prepaid Fees for the unused remainder of the then-current Term. Your other rights and remedies at law are preserved, subject to Section 12.
3.7. Suspension. Where we suspend rather than terminate access under Section 3.5, we will tell you why without undue delay, and will restore the Services promptly and at no additional charge if you demonstrate that no violation occurred. Suspension does not reduce what you owe and does not extend the Term.
3.8. Effect of Termination. Upon termination or expiration of your ability to use the Services: (a) all rights granted to you immediately cease; (b) you shall immediately discontinue all use of the Services; (c) you shall pay any outstanding Fees owed for Services rendered through the effective date of termination; and (d) each party shall, upon request, return or destroy all Confidential Information of the other in its possession, except as required to be retained by Applicable Laws.
3.9. Export and deletion. For thirty (30) days following termination or expiration you may export available account data using our standard export functionality, except where we terminated for a violation of Section 2 or Section 7, in which case we will provide the export window only where reasonably practicable. Within thirty (30) days after the export window closes we will delete or irreversibly anonymise your account data in our active production systems. Data may persist in encrypted backups and will be deleted in the ordinary backup rotation within ninety (90) days. We may retain data where required by Applicable Laws, including tax and accounting law, or for the establishment, exercise, or defence of legal claims, for as long as required and for that purpose only. On written request made within sixty (60) days of termination we will confirm in writing that deletion has been carried out.
3.10. Survival. The following provisions survive any termination or expiration of any Term: Sections 4 (Fees and Payment Terms), 6 (Intellectual Property), 8.2 and 8.3 (Warranty Disclaimer), 9 (Data Protection), 10 (Confidential Information), 11 (Indemnification), 12 (Limitation of Liability), 13 (Dispute Resolution), and 14 (General Provisions), together with Sections 1.6, 3.8, and 3.9 and any other provision that by its nature is intended to survive termination.
4. Fees and Payment Terms
4.1. If you choose to purchase Services, you agree to pay all applicable fees, including any applicable taxes, levies, duties, and similar governmental charges (collectively, the “Fees”).
4.2. Standard Services. Fees for Standard Services are as set out on our website at the time of purchase. By providing your payment information and purchasing or accessing the Services, you agree and authorise us to bill the Fees to that payment method for the initial Term and for each renewal Term. If you fail to provide a valid payment method, or if we cannot process a payment for any reason, we may retry the payment and may suspend or terminate your access until you pay any outstanding Fees. We may increase the Fees for Standard Services on at least thirty (30) days’ notice, and the new Fees take effect at your next renewal. If you do not accept an increase, cancel before it takes effect.
4.3. Published pricing only. The prices we offer for Standard Services are the monthly and yearly plan prices shown on our pricing page at the time of purchase. Any other price, billing period, minimum term, volume, commitment, or discount is not part of Standard Services and is agreed separately in a Subscription Services Agreement.
4.4. Enterprise Services. You shall pay all Fees as set out in the Subscription Services Agreement, in the currency and according to the payment schedule specified there. Unless the Subscription Services Agreement states otherwise, all Fees are due within seven (7) days of the date of the applicable invoice.
4.5. Taxes. All Fees are exclusive of value added tax and other applicable taxes unless expressly stated otherwise. You are responsible for any sales, use, VAT, GST, withholding, or similar tax and governmental charge arising from your purchase, other than tax on our income. Lithuanian customers, and customers in the European Union without a valid VAT number, are charged Lithuanian VAT at the applicable rate. Where you are required by law to withhold any amount, you shall increase the payment so that we receive the full invoiced sum.
4.6. Payment processing. Payments are processed by our third-party payment processor, and by purchasing the Services you also agree to that processor’s terms. We do not store your full payment card details.
4.7. Chargebacks. Cancelling your payment method, revoking a mandate, or raising a chargeback for anything other than a demonstrable billing error is a material breach of these Terms. We may suspend or terminate your access and recover the disputed amount together with any fees charged to us.
4.8. Seven day refund on your first subscription. If the Services are not right for you, you may request a full refund within seven (7) days of your first payment to us. This applies once per customer, to the first paid Term only. It does not apply to a renewal, an upgrade, a reactivation, a second or later subscription, or any Term after the first. To request it, contact support@aiclicks.io within the seven day window.
4.9. No refunds after that. Except under Section 4.8, where required by Applicable Laws, where these Terms expressly provide otherwise, or where a Subscription Services Agreement provides otherwise, all Fees are non-refundable and all payments are non-cancellable. This includes Fees for a Term that has already begun, whether or not you used the Services during it, and Fees already charged when you cancel. Where a free trial is offered, that trial and the seven day window in Section 4.8 together are your opportunity to evaluate the Services.
4.10. Goodwill. Separately from Section 4.8, we may at our discretion and without setting a precedent issue a refund or account credit where a charge resulted from a duplicate subscription, a billing error on our side, or a failure on our side to activate a paid account. Contact support@aiclicks.io.
5. Technical Support
5.1. Availability. Support is available twenty-four (24) hours a day, seven (7) days a week.
5.2. Support contact. Contact us by email at support@aiclicks.io. Depending on your plan or your Subscription Services Agreement, additional channels such as a shared Slack channel or a dedicated specialist may be available.
5.3. How we prioritise. When you report an issue we will evaluate it and prioritise it by impact, treating a total loss of access or a stop in data collection ahead of a question or a configuration request. We will use reasonable efforts to respond promptly. So that we can help effectively, you are required to give us sufficient information about the issue and to devote adequate resources to assisting us, since the issue may be caused in part by your own systems or by a third-party platform.
5.4. No committed response times. Except where a Subscription Services Agreement expressly sets out response targets, we do not commit to any response or resolution time, and no credit, refund, or other remedy attaches to support.
5.5. Out of scope work. Support covers the use and configuration of the features included in your plan. Anything beyond that, including audits, written action plans, content production, custom development, migrations, and integration work, is out of scope and requires a separate written agreement or estimate. Where we carry out custom development or adjustments for you, we do so on a best efforts basis, it is not an included deliverable unless expressly agreed in writing, and all intellectual property in it remains ours in accordance with Section 6.
6. Intellectual Property
6.1. Services. The Services, including all software, technology, interfaces, dashboards, data models, prompt libraries, prompt generation logic, visibility and scoring methodologies, benchmarks, algorithms, documentation, branding, and all intellectual property rights in them, are and shall remain the exclusive property of AIclicks and its licensors. Nothing in these Terms transfers any ownership interest in the Services to you or any other party. You are granted only the limited rights expressly set out in these Terms, and no other rights are implied. You acknowledge that our prompt libraries, prompt generation logic, scoring and visibility methodologies, and benchmarks constitute trade secrets and Confidential Information.
6.2. Customer Content. As between you and AIclicks, you retain all right, title, and interest in and to Customer Content. You grant us a limited, non-exclusive, worldwide, royalty-free licence to use Customer Content (a) to the extent necessary to host, process, transmit, and display it in order to provide the Services and fulfil our obligations under these Terms; and (b) in aggregate, de-identified, or anonymised form for our own internal purposes, including to maintain, secure, benchmark, improve, and develop the Services, provided that such use does not identify you, your clients, or any individual.
6.3. Output. “Output” means the reports, scores, rankings, citations, mentions, sentiment analyses, competitor data, action plans, generated articles, and exports produced by the Services. Subject to your compliance with these Terms and payment of all Fees, you may use the Output for your own business purposes for the duration of the Term, including preparing reports and recommendations for your own clients, provided that you do not give any client access to the Services themselves and that you remain solely responsible for those reports and recommendations. We retain ownership of aggregated and historical data derived from our analysis of publicly available large language model answers, which does not originate from your systems or your user data.
6.4. Feedback. If you provide us with any suggestion, idea, enhancement request, feature request, or other feedback regarding the Services (“Feedback”), that Feedback becomes our exclusive property, and we retain the right to use, incorporate, commercialise, or otherwise act on it without restriction and with no obligation to you.
6.5. Publicity. We may identify you by name and logo as a customer of the Services on our website and in sales materials. You may withdraw this permission at any time by writing to support@aiclicks.io, and we will remove the reference from materials within our control within thirty (30) days. We will not publish a case study, quotation, or performance figure attributable to you without your prior written consent.
6.6. The parties acknowledge that a breach or threatened breach of this Section 6 would cause irreparable harm for which damages would be an inadequate remedy, and that the non-breaching party may seek injunctive or other equitable relief in a court of competent jurisdiction, without posting a bond or proving actual damage, in addition to any other remedy available to it.
7. Acceptable Use
7.1. At all times, you shall access and use the Services only in compliance with Applicable Laws.
7.2. You shall not use the Services to engage in, facilitate, or support any of the following prohibited activities: (a) accessing, transmitting, storing, or processing any material through the Services in a manner that violates Applicable Laws; (b) accessing, transmitting, storing, or processing any material that is threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable; (c) introducing malicious software, code, or agents, including viruses, worms, trojan horses, or ransomware, into our systems, infrastructure, or the Services; (d) attempting to cause or causing security breaches or disruptions of internet communications, including unauthorised access to data, servers, or accounts, port scanning, packet spoofing, or forged routing; (e) circumventing or attempting to circumvent user authentication, access controls, rate limits, Allowances, or security measures of any host, network, or account; (f) interfering with or disrupting the availability of the Services to any other customer, including by way of denial of service attacks; (g) sending unsolicited communications or spam, or distributing or developing software whose primary purpose is facilitating unsolicited commercial messaging; or (h) submitting false, misleading, or deceptive information, including in order to obtain a trial, a discount, or a price you are not entitled to.
7.3. You shall not use the Services or the Output to produce or distribute content designed to deceive, to manipulate the answers of an artificial intelligence system through deception, or to impersonate any person or organisation.
7.4. You shall not use the Services to develop, train, deploy, or operate any artificial intelligence system or model in a manner that violates Applicable Laws, including any activity that would be a prohibited practice under applicable artificial intelligence law.
7.5. You shall not use the Services to access, collect, or process the personal data of minors, or special categories of personal data, without a valid legal basis and full compliance with applicable data protection requirements, as those terms are defined in Applicable Laws.
7.6. Violation of any term of this Section 7 is a material breach of these Terms. We may immediately suspend or terminate your access to the Services if we determine, in our reasonable judgment, that you or anyone accessing the Services on your behalf has violated any restriction in this Section 7.
8. Representations and Warranties
8.1. By Customer. You represent and warrant that: (a) you have received, executed, and accepted these Terms in a manner and form that constitutes a binding agreement enforceable against you; (b) you are at least eighteen (18) years old and are accessing the Services for purposes relating to your trade, business, or profession; (c) you will not access or use the Services except as expressly set out in these Terms and in accordance with Applicable Laws; (d) you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive European Union or United States sanctions, are not a sanctioned party, and will not make the Services available to any such person or in violation of any export control or sanctions law; and (e) all information, data, and other material you provide in connection with your use of the Services is complete, true, and correct to the best of your knowledge, and you will notify us immediately if you discover that any of it is incomplete, untrue, or incorrect.
8.2. Disclaimer. Except as expressly set out in these Terms, the Services and the Output are provided “as is” and “as available”. To the maximum extent permitted by Applicable Laws, AIclicks makes no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including any warranty of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error free, or completely secure, and we make no warranty regarding the accuracy, reliability, completeness, currency, or reproducibility of any data, Output, or content obtained through the Services.
8.3. No guarantee of results. The Services measure and support brand visibility in artificial intelligence systems and search engines. AIclicks does not guarantee any particular ranking, mention, citation, share of voice, sentiment, traffic, lead, or commercial outcome. Large language models change constantly, their answers vary between runs, regions, sessions, and model versions, and their providers change interfaces, models, pricing, availability, and behaviour without notice. Output reflects what was observed at the time of measurement and may not be reproducible. Search volume, domain authority, traffic estimates, and similar metrics are estimates supplied by third parties and are not warranted. The Output is provided for information only, is not legal, financial, marketing, or professional advice, and is not a substitute for your own judgment.
8.4. What quality means. For the purposes of these Terms, the quality of the Services refers solely to the availability of the Services and the delivery of the features included in your plan or Subscription Services Agreement. It does not refer to the accuracy, completeness, or favourability of any Output, or to any business outcome. Dissatisfaction with what the Output shows is not a failure of the Services.
9.1. Our collection and use of personal data is described in our Privacy Policy at www.aiclicks.io/privacy-policy, which forms part of these Terms.
9.2. As between the parties, where we process personal data contained in Customer Content on your behalf, you are the controller and we are the processor, and we process that personal data only on your documented instructions and as described in the Privacy Policy.
9.3. Sub-processors. We engage third-party sub-processors to deliver the Services, including cloud hosting providers, infrastructure and proxy providers, payment and analytics providers, and third-party large language model providers. A current list is available on request. We remain responsible for their performance of the obligations in this Section 9.
9.4. International transfers. Providing the Services involves transfers of data outside the European Economic Area, including to the United States. We rely on European Commission standard contractual clauses or another lawful transfer mechanism for those transfers.
9.5. Security. We implement and maintain reasonable administrative, technical, and organisational measures designed to protect your account data and Customer Content against unauthorised access, loss, or disclosure, including encryption in transit and at rest, role-based access control, and least-privilege access for our personnel. No internet transmission or storage system is completely secure, and this Section is not a warranty of any particular security outcome.
9.6. Breach notification. We will notify you without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of or access to your account data or Customer Content, and will provide the information then reasonably available regarding the nature and scope of the incident and the measures taken.
10.1. “Confidential Information” means all non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with the Services that is: (a) designated by the Discloser as confidential; or (b) that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes any terms and pricing, each party’s business plans, technical data, product plans, and financial information, and, with respect to AIclicks, all aspects of the Services, including source code, prompt libraries, prompt generation and scoring methodologies, benchmarks, and performance data. Confidential Information does not include information that: (a) was already in the Recipient’s possession without obligation of confidentiality at the time of disclosure; (b) is or becomes publicly available through no fault of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or (d) is lawfully received by the Recipient from a third party without restriction on disclosure.
10.2. The Recipient shall: (a) use the Discloser’s Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms; (b) protect it using at least the same degree of care it uses to protect its own Confidential Information of similar importance, and in no event less than reasonable care; and (c) not disclose it to any third party except to its employees, contractors, and professional advisers who have a need to know and are bound by confidentiality obligations no less protective than those set out here. The Recipient may disclose Confidential Information to the extent required by Applicable Laws, including pursuant to a court order or a request from a regulator, provided that the Recipient notifies the Discloser within seventy-two (72) hours of such a request, where legally permitted, so that the Discloser may seek a protective order or other appropriate remedy.
10.3. The obligations in this Section 10 continue for three (3) years after termination, and indefinitely in respect of any information that constitutes a trade secret under Applicable Laws.
10.4. Nothing in this Section 10 alters, abridges, cancels, expands, or otherwise modifies the rights provided to each party in Section 6.
10.5. The parties acknowledge that a breach of this Section 10 is a material breach for which there is no adequate remedy at law and that, notwithstanding anything to the contrary in Section 13, the non-breaching party may seek any appropriate injunctive and declaratory relief in a court of competent jurisdiction as may be required to protect its Confidential Information.
11.1. By Customer. You shall defend, indemnify, and hold harmless AIclicks and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, actions, damages, losses, liabilities, settlements, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services, including your selection and configuration of Tracked Brands and any Customer Content; (b) your use or publication of the Output or of any generated content, including any report, recommendation, or advice you provide to your own clients; (c) any breach by you of your representations, warranties, or obligations under these Terms, including those in Section 2 (Customer Obligations) and Section 7 (Acceptable Use); or (d) any allegation that your use of the Services infringes or violates the rights of a third party, including intellectual property rights, privacy rights, or data protection rights.
11.2. By AIclicks. We shall defend, indemnify, and hold harmless you and your officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, actions, damages, losses, liabilities, settlements, costs, and expenses (including reasonable legal fees) alleging that the Services themselves, exclusive of your use of them and of any Customer Content or Output, infringe or misappropriate a third party’s patent, copyright, trade mark, trade secret, or other intellectual property right.
11.3. Exclusions. Notwithstanding anything to the contrary in Section 11.2, our indemnity obligations do not apply to the extent that any claim arises from: (a) your use of the Services in an unlawful manner or in violation of these Terms; (b) Customer Content, Tracked Brands, or Output, or content generated by a third-party large language model; (c) modifications to the Services made by or at your direction without our prior written consent; (d) your combination of the Services with any product, equipment, software, or data not provided by us, where the infringement would not have occurred without the combination; or (e) your continued use of a prior version of the Services after we have made a non-infringing replacement available.
11.4. Indemnification Procedures. The party seeking indemnification (the “Indemnified Party”) shall: (a) promptly notify the other party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought; (b) grant the Indemnifying Party sole control over the defence and settlement of the claim; and (c) provide reasonable cooperation at the Indemnifying Party’s expense. The Indemnified Party may participate in the defence at its own expense. The Indemnifying Party shall not settle any claim in a manner that imposes obligations on, or admits fault on behalf of, the Indemnified Party without the Indemnified Party’s prior written consent.
11.5. Our option. If the Services become, or in our reasonable opinion are likely to become, the subject of a claim under Section 11.2, we may at our option and expense procure the right for you to continue using the Services, modify or replace them so that they are non-infringing while materially equivalent, or, if neither is commercially reasonable, terminate the affected part of the Services on written notice and refund a pro-rata portion of prepaid Fees for the unused remainder of the then-current Term.
12.1. To the maximum extent permitted by Applicable Laws, neither party shall be liable to the other or to any third party for any indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms or the Services, including loss of revenue, loss of profits, loss of goodwill, loss of data, loss of business opportunities, or the cost of substitute services, regardless of the theory of liability, whether in contract, tort, strict liability, or otherwise, and even if that party has been advised of the possibility of such damages.
12.2. Except with respect to our indemnification obligations under Section 11, our total aggregate liability to you arising out of or related to the Services shall not exceed the total Fees paid or payable by you to AIclicks during the twelve (12) month period immediately preceding the event giving rise to the claim. Where you have paid no Fees, including during a free trial, that total aggregate liability shall not exceed one hundred euros (EUR 100).
12.3. Nothing in these Terms excludes or limits either party’s liability for fraud, wilful misconduct, or gross negligence, for your obligation to pay Fees due, for a breach of Section 6 (Intellectual Property), Section 7 (Acceptable Use), or Section 10 (Confidential Information), for amounts payable under Section 11 (Indemnification), or for any liability that cannot be excluded or limited under Applicable Laws.
13. Dispute Resolution
13.1. Informal Resolution. Before initiating any formal proceeding, each party agrees to first attempt to resolve the dispute informally by sending written notice to the other describing the nature of the dispute and the relief sought, with the subject line LEGAL NOTICE DISPUTE. The parties shall negotiate in good faith for a period of not less than thirty (30) days following receipt of that notice.
13.2. Courts. Any dispute, claim, or controversy arising out of or relating to these Terms or a Subscription Services Agreement, or the breach, termination, enforcement, interpretation, or validity of them, that is not resolved under Section 13.1 shall be submitted to the courts of the Republic of Lithuania, and the parties agree that the courts in Vilnius shall have exclusive jurisdiction, unless mandatory law requires another court.
13.3. Interim relief. Notwithstanding anything to the contrary in this Section 13, either party may seek urgent injunctive, provisional, or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, at any time and without first following Section 13.1.
14. General Provisions
14.1. Governing Law. These Terms and any dispute arising out of or related to them or the Services are governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.
14.2. Changes to these Terms. We may update these Terms from time to time. We will post the updated version with a new “Last updated” date and, where the change is material, will give at least thirty (30) days’ notice by email or in the Services before it takes effect. Continued use of the Services after the change takes effect constitutes acceptance of the updated Terms. If you do not accept a material change, you may cancel before it takes effect and we will refund a pro-rata portion of any prepaid Fees for the unused remainder of the then-current Term. Changes required for legal, regulatory, or security reasons may take effect immediately, and we will notify you as soon as we reasonably can. For Enterprise Customers, any change process set out in the Subscription Services Agreement applies in place of this Section.
14.3. Entire Agreement. These Terms and any other documents expressly incorporated by reference constitute the entire agreement between you and AIclicks with respect to their subject matter and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to that subject matter. No term of any purchase order, vendor portal, supplier questionnaire, or other document you issue applies, even if we sign or acknowledge it.
14.4. Assignment. You may not assign or transfer any right or obligation under these Terms without our prior written consent. We may assign our rights and obligations, in whole or in part, without your consent: (a) to any affiliate; or (b) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets or of the business to which these Terms relate. Any purported assignment in violation of this Section is null and void. Subject to the foregoing, these Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
14.5. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, shall be severed, and the remaining provisions shall continue in full force and effect.
14.6. Waiver. No waiver of any provision of these Terms is effective unless made in writing and signed by an authorised representative of the waiving party. No failure or delay by either party in exercising any right or remedy constitutes a waiver of that right or remedy, nor does any single or partial exercise preclude any further exercise.
14.7. Force Majeure. Neither party is liable for any failure or delay in performance, other than a payment obligation, caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, epidemic or pandemic, labour dispute, failure of public telecommunications or internet infrastructure, denial of service attack, or the failure, restriction, or discontinuation of a third-party model or data source.
14.8. Notices. All notices by AIclicks required or permitted under these Terms shall be in writing and delivered by email to the address specified in your account for Standard Customers, and in the Subscription Services Agreement for Enterprise Customers. All notices by Customer required or permitted under these Terms shall be in writing and delivered by email to support@aiclicks.io with the subject LEGAL NOTICE. Notices sent by email are deemed given upon sending. It is your responsibility to keep the email address on your account current.
14.9. Independent contractors and third parties. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. These Terms are for the benefit of the parties only and confer no rights on any third party, including your own clients.
14.10. Construction and language. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” No rule of construction requiring ambiguity to be resolved against the drafting party applies. These Terms are drafted in English, and where we provide a translation the English version controls in the event of conflict.