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This Agreement governs the use of Adscod's services and products by you, the Customer. By signing up for, accessing, or using our platform, you agree to be bound by these terms.
Effective Date: March 28, 2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
If you do not agree with these terms, you may not access or use our services.
We periodically revise these terms. Where you maintain an active subscription, we shall notify you of any material amendments via email, in-platform notification, or by any other means Adscod deems appropriate.
Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" denotes ownership of more than 50% of the voting interests.
Agreement: These Terms of Service and any referenced documents, including the Data Processing Agreement (DPA), Privacy Policy, and any applicable Order Forms.
Billing Period: The period covered by your payment obligation as stipulated in your Order Form.
Confidential Information: Any proprietary or sensitive information shared under this Agreement.
Consulting Services: Advisory, implementation, onboarding, training, or other professional services provided by Adscod.
Customer Data: All information uploaded or submitted by you or on your behalf in the course of using the Subscription Service.
Escrow Wallet: The internal ledger and accounting system operated by Adscod through which campaign funds and commerce payments are tracked in escrow pending fulfilment of agreed conditions before release to the recipient. The Escrow Wallet is not a bank account or deposit facility; actual funds are held by Flutterwave within its regulated settlement infrastructure.
Flutterwave: The third-party payment infrastructure provider (Flutterwave Technology Solutions Limited) used by Adscod for processing deposits, withdrawals, and payment transactions.
Influencer: An individual, other than a User, whose information is stored or managed through the Subscription Service.
Order / Order Form: The document setting out commercial terms for access to Subscription and Consulting Services.
Platform: The proprietary technology platform owned and operated by Adscod.
Sensitive Information: Includes financial, identification, health-related data, and other sensitive personal data.
Subscription Fee: The fee for access to the Subscription Services as per your Order Form.
Subscription Service: The hosted influencer marketing and social commerce services accessible via Adscod.
Subscription Term: The duration for which access is granted as per your Order Form.
Users: Individuals authorized by you to access the Services on your behalf.
Access to flagship features and services not categorized under Pro or Lite tiers.
Access to Pro-level tools and functionalities, excluding Premium or Lite features.
Entry-level access, excluding Premium and Pro features.
Downgrades are not permitted for Premium or Pro Subscriptions. You are encouraged to select a subscription tier aligned with your anticipated needs.
Adscod may update the Subscription Services periodically. For Premium Subscriptions, Adscod will not implement changes that materially reduce core functionality during the current subscription term. For Lite Subscriptions, core functionality may be materially reduced during the subscription term without compensation.
To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages; or for any loss of profits, revenues, data, business, goodwill, or anticipated savings.
The total aggregate liability of either Party shall not exceed the total subscription fees paid or payable by the Customer to Adscod in the twelve (12) months immediately preceding the event giving rise to such liability.
Adscod retains all rights, title, and interest in and to the Platform, including intellectual property, content, and associated documentation. All feedback provided by the Customer shall be deemed non-confidential, and Adscod shall own any resulting rights.
Adscod shall use Customer Data solely for delivering services and in accordance with applicable law and the DPA. Adscod may use anonymized and aggregated data for statistical, diagnostic, and machine learning purposes.
Premium Subscribers may request data retrieval within thirty (30) days after the subscription ends. Pro and Lite Subscribers shall not have access to Customer Data after termination.
Each Party agrees to protect the other's Confidential Information with the same degree of care used to protect its own. Disclosure is permitted only to employees, contractors, or agents with a need to know.
Customer agrees to indemnify and hold harmless Adscod from any claims arising from unauthorized or illegal use, breach of this Agreement, use of third-party products, or unauthorized access via Customer credentials.
These Terms shall be governed by the laws of the Republic of Uganda. All disputes shall be resolved by courts of competent jurisdiction located in Kampala, Uganda.
To the fullest extent permitted by law, the Subscription Service, Adscod Content, and Consulting Services are provided on an “as-is” and “as-available” basis, without warranty or condition of any kind. All implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, are disclaimed.
If either Party is found liable, the aggregate liability shall not exceed the total fees paid or payable for the Subscription Service during the twelve (12) months preceding the event giving rise to the claim.
For users of Free Services, Adscod's total liability, if any, shall be limited to one hundred euros (€100).
Amendments: Adscod may update these Terms, including fees. Changes to your fees will not apply during your current Subscription Term unless stated otherwise. You will be notified of material changes via email, in-app notification, or by any other means Adscod deems appropriate.
Force Majeure: Neither Party shall be liable for failure or delay caused by events beyond their reasonable control, including acts of war, terrorism, natural disasters, pandemics, or government actions.
Actions Permitted: No legal action may be brought more than one (1) year after the cause of action has arisen, except for claims related to non-payment or IP violations.
Relationship of the Parties: Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship.
Severability: If any provision is held to be invalid, such provision shall be replaced with a valid provision that best reflects the Parties' intent.
Entire Agreement: This Agreement, including referenced documents, constitutes the entire agreement between the Parties. Where translated, the English version shall prevail.
Assignment: You may not assign this Agreement without prior written consent, except in the case of a merger, acquisition, or sale of substantially all assets.
This Annex supplements the Customer Terms of Service and applies to all Customers located in African jurisdictions.
Adscod is committed to full compliance with applicable data protection, privacy, and cybersecurity laws, including:
Where Adscod transfers personal data outside of a customer's country or the African continent, it does so in accordance with the Malabo Convention, national data export regulations, and appropriate safeguards such as Standard Contractual Clauses (SCCs).
Where any provision of these Terms conflicts with a mandatory provision of a country's national law, such mandatory law shall prevail.