TERMS AND CONDITIONS

Last updated: August 22^nd, 2024

 

These Terms and Conditions (“Terms and Conditions”, “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and ADGURU LTD, a limited liability company registered in the United Kingdom under the company number 14234242, having its address at 18 St. Cross Street, 4th Floor, London, United Kingdom, EC1N 8UN (“we,” “us” or “our”), concerning your access to and use of our website adguru.agency as well as any other media form, media channel, mobile website, or website related, linked, or otherwise connected thereto (collectively, the “Website”). You agree that by accessing the Website, you have read, understood, and agree to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE WEBSITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. 

 

If you are using Services on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and such entity will be responsible for any damage arising out of a breach of these Terms by you or any other employee or agent of such entity (in such event references to “you” in these Terms refer to you and such entity, jointly).

 

Additional terms, conditions, and any documents that might be posted on our Website from time to time are an integral part of these terms, incorporated by reference. We reserve the right, in our sole discretion, to amend or modify these Terms and Conditions at any time and for any reason. Such modifications will be alerted to you through updates of the “Last updated” date of these Terms and Conditions and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Website after the date such revised Terms are posted. 

 

The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 

 

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Website is our proprietary property and all source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics on the Website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the applicable laws, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Website “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Website and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Website, Content and the Marks.

 

USER REPRESENTATIONS

You represent and warrant that you are legally entitled to use the Internet and services like those provided by us (according to the laws of any relevant jurisdiction in which you reside) and have not had your right to use Services previously suspended or revoked by us. By using the Website, you represent and warrant that: (1) all information you submit will be true, accurate, current, and complete; (2) you have the legal capacity and you agree to comply with these Terms; (3) you are not a minor in the jurisdiction in which you reside; (4) you will not access the Website through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use the Website for any illegal or unauthorized purpose; and (6) your use of the Website will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof). 

 

PROHIBITED ACTIVITIES

You may not access or use the Website for any purpose other than that for which we make the Website available. The Website may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us. 

As a user of the Website, you agree not to:

• systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
• make any unauthorized use of the Website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating user accounts by automated means or under false pretenses;
• circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website and/or the Content contained therein;
• engage in any automated use of the system, such as using scripts to send messages, or using any data mining, robots, or similar data gathering and extraction tools;
• use any information obtained from the Website in order to harass, abuse, or harm another person;
• decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;
• delete the copyright or other proprietary rights notice from any Content;
• upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website;
• upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
• except as may be the result of the standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, or using or launching any unauthorized script or other software;
• use the Website in a manner inconsistent with any applicable laws or regulations.

 

MOBILE WEBSITE LICENSE

For your access to the Website via a mobile Website, we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile Website on wireless electronic devices owned or controlled by you, and to access and use the mobile Website on such devices strictly in accordance with the terms and conditions of this mobile Website license contained in these Terms. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Website; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Website; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the Website; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the Website; (5) use the Website for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the Website available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the Website for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Website; (8) use the Website to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any Websites, accessories, or devices for use with the Website.

 

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Website (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. 

 

THIRD-PARTY WEBSITES AND CONTENT

The Website may contain (or you may be sent via the Website) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, websites, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Website or any Third-Party Content posted on, available through, or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. If you decide to leave the Website and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any Websites you use or install from the Website. You shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites. 

 

ADVERTISERS

We may allow advertisers to display their advertisements and other information in certain areas of the Website. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Website and any services provided on the Website or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Website, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers. 

 

WEBSITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Website for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website.

 

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Website infringes upon any copyright you own or control, please immediately notify us using the contact information provided below.

 

TERM AND TERMINATION

These Terms shall remain in full force and effect while you use the Website. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION ON THE WEBSITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 

 

MODIFICATIONS AND INTERRUPTIONS 

We reserve the right to change, modify, or remove the contents of the Website at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Website. We also reserve the right to modify or discontinue all or part of the Website without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Website. 

We cannot guarantee the Website will be available at all times. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Website at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Website during any downtime or discontinuance of the Website. Nothing in these Terms will be construed to obligate us to maintain and support the Website or to supply any corrections, updates, or releases in connection therewith.

 

GOVERNING LAW 

These Terms and your use of the Website are governed by and construed in accordance with the laws of England and Wales without regard to its conflict of law principles. Any legal action of whatever nature brought by either you or us shall be commenced or prosecuted in the courts located in England.

 

DISCLAIMER

THE WEBSITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE.

 

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM LIABILITY SHALL NOT EXCEED USD 500,00.

 

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Website; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

 

DAMAGES CAUSED BY VULNERABILITIES INHERENT IN THE INTERNET

You agree that we are not responsible whatsoever for any damages caused by the interception, loss, or alteration to any information sent over the Internet. We take every reasonable precaution to prevent and mitigate attacks. However, these problems still may occur from time to time for reasons that are out of our control. If we believe our Website or any services has been compromised or is under attack, we reserve the right to immediately stop all services provided through the Website and/or Website. We make no representation and do not warrant the safety of the Website and services, and are not liable for any damages, lost value, or stolen property, regardless of whether we were negligent in providing appropriate security.

 

COMPANY DOES NOT PROVIDE LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE

In no way should our providing of services and/or information, data, or documents located at the Website be considered legal, financial, or any other kind of specialized or expert advice on which you might detrimentally depend, causing liability against us. In using the Website and Services, you represent and warrant that you have sought any legal, financial, or otherwise specialized advice from an expert qualified to provide such counsel, or else you have sufficient knowledge and sophistication to evaluate the risks and merits associated with our services and Website. You represent and warrant that you understand that any recommendations or commentary made by us or its employees or other users should be considered generalized in nature, and you should use your own judgment or seek the advice of an expert before taking any action regardless of such statements. We give no assurance as to the accuracy or completeness of any such statement.

 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Website, satisfy any legal requirement that such communication be in writing.

 

MISCELLANEOUS

These Terms and Conditions and any policies or operating rules posted by us on the Website constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms and Conditions or use of the Website. Our performance under these Terms shall be excused if the failure of such performance is caused by forces beyond our reasonable control. This includes (but is not limited to) acts of any government, decisions of any court, war or civil unrest, severe weather, fire, natural disasters, political embargos, terrorism, power or equipment failure, industrial or labour disputes or controversies, acts or omissions of any third party, or software failures.

 

ELIGIBILITY FOR DISCOUNTS

Access to any sort of discounts, including, but not limited to, promo codes and similar coupons, is your privilege and not a right. We may refuse to provide a discount at our sole discretion for any reason and without explanation. Having a promo code does not guarantee a discount.

 

NO REFUNDS

We offer non-tangible irrevocable services and thereby do not issue refunds once the order has been paid. As a customer you are responsible for understanding this upon purchasing any services at Website.