Terms of Service

1. Scope and contracting party

The contracting party is DME GmbH, Innsbruckerstraße 53, 6380 St. Johann in Tirol, Austria, FN 606779y (Regional Court Innsbruck), VAT ID ATU79531614 ("DME"). These terms apply to all contracts for the use of ADRIAN, including trial access. Conflicting or deviating terms of the customer do not become part of the contract, even if DME does not expressly object to them.

On entering into the contract the customer confirms that it acts for business purposes. Consumer protection provisions, in particular the Austrian FAGG, therefore do not apply.

2. Formation of contract

Plans presented on meetadrian.ai are a non-binding offer. The contract is concluded when DME activates access or confirms the order. Individual enterprise agreements are concluded by a mutually signed offer and prevail over these terms in the event of conflict.

3. Scope of service

ADRIAN is software provided over the internet (software as a service) that consolidates, visualises and makes analysable campaign and analytics data from advertising and analytics platforms connected by the customer, using a Neural Context Engine. The specific feature set follows from the selected plan and the current product description.

• DME owes the provision of the software in its then-current version, not the delivery of program copies or source code.
• DME develops ADRIAN continuously. Changes that do not impair the agreed core benefit are permitted. Material reductions of functionality are announced at least 30 days in advance; the customer may then terminate for cause effective on the date the change takes effect.
• Analyses, metrics and recommendations serve as decision support. They are neither a warranty of advertising success nor tax, legal or business advice. Responsibility for measures, budgets and bids rests solely with the customer.

4. Free trial

Paid plans start with a free 14-day trial that does not require payment details. Access ends automatically at the end of the trial unless the customer activates a subscription before then. Trial access may be limited in functionality, data volume and availability and is provided without warranty.

5. Pricing and payment

• The prices published at the time of ordering apply. All prices are net prices in euro and exclusive of applicable VAT. For services to entrepreneurs in other EU member states the reverse-charge procedure applies.
• Billing is in advance, monthly or annually depending on the selected billing period, through the payment service provider used by DME.
• In the event of late payment, default interest under § 456 UGB applies. DME may suspend access after an unsuccessful reminder and a reasonable grace period; the payment obligation remains.
• Price changes are announced at least 60 days before they take effect. The customer may terminate without notice period up to the effective date; prepaid amounts are refunded pro rata.

6. Term and termination

Monthly contracts run for one month and renew automatically for successive one-month periods unless terminated with seven days' notice to the end of the term. Annual contracts run for twelve months and renew for successive twelve-month periods unless terminated with 30 days' notice to the end of the term. Terminations must be given in text form to support@meetadrian.ai or declared via account settings.

Either party may terminate for cause with immediate effect, in particular in the event of a material breach that persists after warning, insolvency, or abusive use. On termination DME discontinues access; data export and deletion are governed by clause 12 and the privacy policy.

7. Customer obligations and responsibility

• The customer keeps credentials confidential, secures accounts according to the state of the art and reports suspected misuse without delay.
• The customer ensures it is entitled to use the connected platform accounts and the data it submits, and to have them processed in ADRIAN, and that doing so infringes neither third-party rights nor the terms of the respective platform.
• Prohibited in particular: circumventing technical protection measures, automated bulk querying outside documented interfaces, reverse engineering, resale or provision to third parties without written consent, and submitting unlawful or malicious content.
• Special categories of data under Art. 9 GDPR, end-customer payment data and data relating to minors must not be submitted to ADRIAN.
• The customer indemnifies DME against third-party claims arising from a breach of these obligations.

8. Third-party services

ADRIAN accesses third-party platforms via interfaces. The availability, scope, data quality and terms of those interfaces are outside DME's control. If a provider changes or discontinues an interface, the corresponding feature may cease to be available; DME does not owe a replacement implementation but will inform the customer without delay and, where the impairment is material, allow termination for cause.

9. Availability and support

DME operates ADRIAN with the care of a professional provider and targets 99.5% availability on a monthly average, measured at application access and excluding announced maintenance windows, failures of upstream providers and force majeure. For enterprise customers, binding service levels, response times and credits may be agreed in a separate agreement; absent such an agreement there is no entitlement to service level credits.

Support is provided in German and English by email to support@meetadrian.ai on business days. Maintenance is carried out outside core hours where possible and announced in advance where it can be planned.

10. Rights in the software and in data

All rights in ADRIAN, its components, the ADRIAN trade mark and the underlying technology remain with DME or its licensors. For the term of the contract the customer receives a non-exclusive, non-transferable, non-sublicensable right to use the software within its own business as agreed.

Data submitted by the customer remains the customer's data. DME uses it solely to perform the contract. DME may use aggregated, fully anonymised usage statistics that permit no inference about the customer or any data subject in order to improve and secure the service. Customer data is not made available for the training of general third-party models.

Naming the customer as a reference requires the customer's prior consent.

11. Confidentiality

Each party keeps the other party's confidential information — in particular prices, technical details, business figures and credentials — confidential, uses it only for contractual purposes and discloses it only to staff and contractors bound by equivalent obligations. The obligation survives termination for three years, and for trade secrets until they cease to be secret.

12. Data protection and processing on instruction

With respect to content data in ADRIAN the customer is the controller and DME is the processor. The data processing agreement under Art. 28 GDPR forms an integral part of this contract; it governs adherence to instructions, confidentiality, technical and organisational measures, sub-processors, assistance with data subject rights, notification of personal data breaches and deletion or return of data after termination. The current version is provided on request at privacy@gruber-dme.com. Further information is set out in the privacy policy.

After termination the customer may request provision of its data in a common machine-readable format within 30 days. Thereafter the data is deleted on instruction unless statutory retention obligations apply.

13. Warranty and liability

• DME warrants provision of the software as agreed. Insignificant impairments of usability do not constitute a defect. No warranty is given for the completeness or accuracy of data obtained from third-party platforms.
• DME is liable without limitation for intent, for personal injury, and in further cases where limitation of liability is legally impermissible, in particular under the Austrian Product Liability Act.
• For gross negligence DME is liable in accordance with statutory provisions. Liability for slight negligence is excluded to the extent legally permitted.
• Liability for lost profit, missed advertising results, indirect damage, consequential damage and data loss that would have been avoidable through proper backups by the customer is excluded to the extent legally permitted.
• Otherwise DME's liability is limited, per event and in aggregate per contract year, to the net fees paid by the customer in the twelve months preceding the event giving rise to the claim. Mandatory statutory liability remains unaffected.
• Claims must be asserted within twelve months of becoming aware of them unless longer mandatory periods apply.

14. Force majeure

In the event of circumstances beyond reasonable control — such as natural disasters, acts of war, official orders, failures of telecommunications or cloud infrastructure, or large-scale cyber attacks — the affected obligations are suspended for the duration of the disruption. If the disruption lasts longer than 30 days, either party may terminate the affected part of the contract.

15. Changes to these terms

DME may amend these terms with effect for the future, in particular due to changes in law, new features or adjustments at upstream providers. Changes are communicated in text form at least 30 days before they take effect. If the customer does not object before the effective date, the changes are deemed accepted; if the customer objects, either party may terminate effective on that date. The notice expressly refers to this consequence.

16. Governing law, venue and final provisions

Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Exclusive venue is the court having subject-matter jurisdiction for 6380 St. Johann in Tirol; DME may also sue at the customer's general venue.

Set-off against counterclaims that are not acknowledged or finally adjudicated is excluded. Assignment of the contract by the customer requires DME's written consent; DME may assign the contract in the course of a restructuring or transfer of business. Should individual provisions be invalid, the remainder of the contract remains effective and the invalid provision is replaced by one that comes closest to its economic purpose. Amendments and supplements require text form.

In case of discrepancies between the German and English versions, the German text prevails.