General Terms and Conditions
1. General Information
1.1 Binding Agreement & Click‑Wrap Acceptance
(a) Acceptance. By clicking the button or checkbox labeled “I agree” (or similar) or by executing an Order Form that references these Terms and Conditions (the “Agreement”), the person acting on Customer’s behalf (“Authorised Signatory”) acknowledges that they have read, understood, and agree to be bound by this Agreement. Mere access to or use of the Service without completing such affirmative action does not create any binding contract.
(b) Electronic Contracting. Customer agrees that electronic signatures or records of acceptance satisfy any legal requirement that an agreement be in writing or signed.
1.2 Parties.
These Terms and Conditions (the “Agreement”) govern the use of the Cubik software-as-a-service platform (“Cubik” or the “Service”) provided by Chasers AI (a company registered in the Netherlands under the name Quetru B.V., hereinafter “Chasers AI” or the “Provider”) to the Customer. In this Agreement, “Customer” (or “you”) means the individual or legal entity using the Service. By accessing or using Cubik, the Customer agrees to be bound by this Agreement.
1.2.1 Business Use Only
Cubik is intended for use solely by businesses and organizations, and not by individual consumers. By accepting this Agreement, the Customer confirms that it is acting in a professional capacity and not as a consumer under any applicable consumer protection laws.
1.3 Authority & Corporate Status
The Authorised Signatory represents and warrants that (i) they have full legal power and authority to bind Customer to this Agreement, and (ii) Customer is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organisation.
1.4 Corporate Authority
The person accepting this Agreement on behalf of the Customer represents and warrants that (i) they are an authorized representative of the Customer with full power to bind the Customer to this Agreement, and (ii) the Customer is a corporation, limited liability company, or other business entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
2. Definitions
2.1 “Service” means the Cubik software service, including any related applications, tools, and documentation, provided by Chasers AI for the measurement, analysis, and management of advertising or analytics data.
2.2 “Customer” (or “Client”) means the person or entity that has entered into this Agreement by subscribing to or using the Service. “User” means any individual authorized by the Customer to access and use the Service (for example, the Customer’s employees or contractors).
2.3 “Subscription” means the Customer’s paid plan for using the Service, as specified in an ordering document or online sign-up (each an “Order”). A Subscription may be on a monthly or annual (or other specified) term and includes the scope of access, features, and usage limits according to the chosen plan.
2.4 “Customer Data” means any data, content, accounts credentials, reports, metrics, or other information that the Customer or its Users provide to the Service or that the Service retrieves from the Customer’s third-party accounts (such as media buying platforms or analytics tools) at the Customer’s direction. This includes any results, output, or reports generated from such data through the Service.
2.5 “Third-Party Services” means any third-party platforms, software, or services (such as advertising networks, analytics platforms, or data sources) that Cubik connects to or integrates with on behalf of the Customer in order to retrieve or send data.
2.6 “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Confidential Information of the Customer includes Customer Data and any business or technical information the Customer provides. Confidential Information of Chasers AI includes the Service software, documentation, algorithms, and any non-public information about the Service’s performance, design, and pricing.
Other capitalized terms used in this Agreement shall have the meanings ascribed to them in the context of their use or as defined elsewhere in this Agreement.
3. Use of the Service
3.1 Right to Use. Subject to the terms of this Agreement and the timely payment of all fees, Chasers AI grants the Customer a limited, non-exclusive, non-transferable right during the Subscription term to access and use Cubik for the Customer’s internal business purposes. Use of the Service is permitted only in accordance with the features and limits of the Customer’s Subscription and any documentation provided by Chasers AI.
3.2 Acceptable Use. The Customer agrees to use Cubik only for lawful purposes and in compliance with this Agreement. Except as expressly allowed in this Agreement, Customer shall NOT:
Resell or Share the Service: Rent, lease, sublicense, distribute, sell, or otherwise make the Service (or any portion of it) available to any third party (except to authorized Users or as otherwise agreed in writing with Chasers AI).
Misuse or Interfere: Interfere with or disrupt the integrity or performance of the Service or the data contained therein, including attempting to gain unauthorized access to the Service or related systems or networks.
Reverse Engineer: Copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any part of the Service, nor create derivative works based on the Service, except to the extent this restriction is expressly prohibited by applicable law.
Bypass Security: Circumvent or disable any security or technical features of the Service, or attempt to probe, scan, or test the vulnerability of the Service or related system without proper authorization.
Use Illegally or Violate Rights: Use the Service to violate any applicable laws or regulations, or to transmit any material that is unlawful, defamatory, harassing, or infringes the intellectual property or data protection rights of any person.
Compete or Benchmark: Use the Service to develop or support any product or service that is competitive with Cubik, or use the Service (or any Confidential Information of Chasers AI) for benchmarking or competitive analysis, except with Chasers AI’s prior written consent.
3.3 Service Updates. Chasers AI may continually update and improve Cubik. Chasers AI reserves the right to add, modify, or remove features or integrations of the Service from time to time. However, Chasers AI will not materially diminish any core functionality of the Service during a paid Subscription term without providing advance notice. In the event a core feature is discontinued or materially degraded and no equivalent alternative is provided, the Customer may terminate the Service and receive a pro-rata refund for any unused portion of prepaid fees for the terminated period.
3.4 Suspension of Access. Chasers AI may suspend or limit the Customer’s access to the Service, with reasonable notice where practicable, if: (a) the Customer is in material breach of this Agreement (including failure to pay fees when due or misuse of the Service in violation of Section 3.2), or (b) suspension is necessary to prevent harm to the Service or other customers (for example, in the event of suspected unauthorized access or a security incident). Chasers AI will lift any such suspension once the issue is resolved, or may terminate the Agreement as provided in Section 10 if the issue is not timely resolved.
4. Customer Responsibilities
4.1 Account Registration and Security. The Customer is responsible for maintaining the confidentiality of login credentials for Cubik and for all activities that occur under the Customer’s accounts. The Customer must ensure that all Users are authorized to act on its behalf and comply with this Agreement. The Customer shall promptly notify Chasers AI of any unauthorized access or use of the Service or any breach of security.
4.2 Accuracy of Data and Compliance. The Customer is solely responsible for the quality, legality, and integrity of Customer Data and for obtaining all necessary rights and consents to allow Chasers AI to access and use Customer Data in providing the Service. The Customer must ensure that connecting Cubik to any Third-Party Services (such as advertising or analytics accounts) and processing data through Cubik is permitted under those third parties’ terms of service and applicable laws (including privacy laws). The Customer remains responsible for compliance with any third-party platform policies and all legal obligations regarding its data and campaigns.
4.3 Review and Approval of Actions. The Customer acknowledges that Cubik may provide recommendations, automated naming conventions, tracking implementations, and other outputs intended to assist the Customer’s media and analytics management. It is the Customer’s exclusive responsibility to review, evaluate, and approve any recommendation or proposed change generated by Cubik before applying it to the Customer’s own accounts or campaigns. Chasers AI may facilitate implementing changes (for example, updating naming conventions or campaign settings) at the Customer’s direction, but the Customer remains solely responsible for any actions taken (or not taken) based on the Service’s output. The Customer shall carefully verify that all changes and configurations implemented via Cubik are accurate and suitable for its needs. Chasers AI will not be liable for any consequences of decisions made by the Customer in reliance on information or suggestions provided by the Service.
4.4 Use of Results; No Professional Advice. Any analyses, reports, or recommendations provided by Cubik are for informational purposes. The Customer is responsible for making its own business decisions and should not treat the Service’s output as professional consulting or guaranteed advice. The Customer should independently verify results and is responsible for how it uses the information provided by Cubik.
5. Intellectual Property Rights
5.1 Chasers AI Property. Chasers AI (and its licensors, if applicable) retains all rights, title, and interest in and to the Service, including all software, code, algorithms, user interfaces, know-how, and documentation associated with Cubik, as well as all intellectual property rights therein (“Intellectual Property Rights”). Except for the limited right to use the Service granted to Customer under this Agreement, no rights or licenses to the Service or any of Chasers AI’s intellectual property are granted, whether by implication or otherwise. Chasers AI reserves all rights not expressly granted to the Customer. The Customer shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Service or any reports or materials provided by the Service.
5.2 Customer Property (Client Data). The Customer retains all rights, title, and interest in and to the Customer Data and any of the Customer’s trademarks, logos, or brand features that might be shown in the Service. Chasers AI does not claim ownership of Customer Data. Customer hereby grants Chasers AI a non-exclusive, worldwide, royalty-free license during the term of the Agreement to use, reproduce, modify, and process Customer Data solely as necessary to provide the Service to the Customer and to fulfill Chasers AI’s obligations under this Agreement. All rights in and to Customer Data not expressly granted to Chasers AI hereunder are reserved by the Customer. Upon termination of the Agreement, Customer Data will be handled in accordance with Section 10.5 and Section 7 (Confidentiality).
5.3 Feedback. The Customer may provide suggestions, bug reports, comments, or other feedback regarding the Service (“Feedback”) to Chasers AI. While providing Feedback is optional, the Customer agrees that any Feedback given is provided without restriction and that Chasers AI is free to use, incorporate, or act on such Feedback in its discretion without any obligation or compensation to the Customer. Any improvements or modifications to the Service based on Feedback shall be solely owned by Chasers AI.
6. Fees and Payment
6.1 Fees and Subscription Term. The Service is provided on a paid subscription basis. The Customer shall pay the fees for the chosen Subscription plan as set forth in the Order or pricing page at the time of Subscription. Fees may be structured on a recurring period (e.g., monthly or annual subscription fees) and/or based on usage limits or features. The initial Subscription term will begin on the effective date stated in the Order or the date the Customer first has access to the Service, and will continue for the period specified. Except as expressly provided in this Agreement, all payment obligations are non-cancellable and all amounts paid are non-refundable.
6.2 Billing and Payment Terms. Fees for the Service will be billed in advance, unless otherwise specified in an Order. If the Customer has provided a credit card or agreed to automatic payments, the Customer authorizes Chasers AI (or its third-party payment processor) to charge such payment method for all Subscription fees, applicable taxes, and any renewals. If invoiced, payments are due within the timeframe stated on the invoice (e.g., 30 days from invoice date) and in the currency specified. The Customer is responsible for providing complete and accurate billing and contact information to Chasers AI and for notifying Chasers AI of any changes to such information.
6.3 Taxes. All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added tax (VAT), sales tax, or withholding tax, assessable by any jurisdiction (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on Chasers AI’s net income). If Chasers AI is required by law to collect or pay Taxes for which the Customer is responsible, Chasers AI will add such Taxes to the billing amount and the Customer agrees to pay them, unless the Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority.
6.4 Late Payments. In the event any invoiced fees are not received by Chasers AI by the due date, Chasers AI may, at its discretion: (a) charge interest on the overdue amount at the rate of one and a half percent (1.5%) per month (or the highest rate permitted by law, if lower), such interest accruing from the date due until the date of full payment; and/or (b) suspend the Customer’s access to the Service in accordance with Section 3.4 until overdue amounts are paid. The Customer will be responsible for Chasers AI’s reasonable costs of collection of overdue amounts, including attorneys’ fees.
6.5 No Refunds. The Customer acknowledges that all fees for the Service (including any setup fees or pre-paid Subscription fees) are non-refundable. This applies even if the Customer cancels the Service or downgrades to a lower plan before the end of a billing period. There will be no refunds or credits for any partial use of the Service, unused features, or remaining period in the Subscription term, except as expressly stated otherwise in this Agreement or required by applicable law.
6.6 Fee Changes. Chasers AI may modify the fees or charges for the Service for upcoming Subscription renewal terms. Any increase in fees will be communicated to the Customer at least 30 days in advance of the renewal effective date (for example, via email or through an updated order form or published pricing). If the Customer does not agree to the adjusted fees, the Customer may choose not to renew and to terminate the Subscription at the end of the current term in accordance with Section 10.2. Continued use of the Service into a renewal term constitutes acceptance of the new fees.
7. Confidentiality
7.1 Protection of Confidential Information. Each party (the “Receiving Party”) may have access to Confidential Information of the other party (the “Disclosing Party”) in connection with the Service and this Agreement. The Receiving Party shall: (a) keep the Disclosing Party’s Confidential Information strictly confidential and use the same degree of care to protect it as the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care; (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written consent; and (c) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, or agents who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations no less protective than those herein. Chasers AI’s Obligations: Chasers AI acknowledges that Customer Data is the Confidential Information of the Customer. Accordingly, Chasers AI will not disclose Customer Data or any of the Customer’s Confidential Information to any third party except as necessary to provide the Service or as permitted by this Agreement. This may include disclosure to Chasers AI’s subprocessors such as cloud hosting providers (for example, Amazon Web Services or Google Cloud Platform) that Chasers AI uses to operate the Service; in all cases Chasers AI will ensure that any such subprocessors are bound by confidentiality and data security obligations sufficient to protect the Customer’s Confidential Information. Chasers AI will use Customer Data only for the purpose of providing and improving the Service and will not use Customer Data for any other purpose without the Customer’s instructions or consent.
7.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party (through no action of the Receiving Party); (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without confidentiality obligations; (iii) is lawfully obtained by the Receiving Party from a third party without restriction on use or disclosure and without breach of a duty to the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
7.3 Required Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall (to the extent legally permitted) provide the Disclosing Party with prompt written notice of such requirement prior to disclosure and reasonably assist the Disclosing Party in obtaining an order or other appropriate remedy protecting the Confidential Information from public disclosure. The Receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose.
7.4 Duration of Confidentiality. Each party’s obligations under this Section 7 shall commence upon disclosure of Confidential Information and continue for as long as the information remains confidential (with respect to trade secrets, the obligations shall be indefinite or for the maximum duration allowed under applicable law). The obligations of confidentiality shall survive termination or expiration of this Agreement.
7.5 Data Protection Addendum
To the extent that Chasers AI processes any personal data on behalf of the Customer in providing the Service, the parties agree to be bound by the terms of the Data Protection Addendum (“DPA”), which is incorporated by reference into this Agreement and available at https://chasers.ai/dpa . The DPA includes terms required by Article 28 of the GDPR, outlines Chasers AI’s obligations as a data processor, and incorporates Standard Contractual Clauses or equivalent safeguards as required for international data transfers. The Customer acknowledges and agrees that it is the data controller and is solely responsible for the lawfulness of personal data it provides or connects to the Service.
8. Warranties and Disclaimers
8.1 Customer’s Warranties. The Customer represents and warrants that: (a) it has the legal authority to enter into this Agreement and to use the Service; (b) it has obtained all necessary rights, consents, and permissions to provide the Customer Data to Chasers AI for processing, and that use of Customer Data by the Service will not violate any applicable laws or rights of any third party; and (c) it will comply with all laws and regulations applicable to the Customer’s use of the Service, including those related to data privacy and electronic communications.
8.2 Service Performance Warranty. Chasers AI warrants that the Service, under normal use and circumstances, will materially perform in accordance with the documentation or descriptions provided for the Service. This limited warranty applies only during the Subscription term and not to any Free or trial use of the Service. The Customer’s exclusive remedy, and Chasers AI’s sole obligation, for a breach of this warranty shall be for Chasers AI to use commercially reasonable efforts to correct the non-conformity, or if Chasers AI is unable to do so within a reasonable time, to allow the Customer to terminate the affected Service and receive a pro-rated refund of any pre-paid fees for the unused portion of the Subscription term for the terminated Service. This warranty is void to the extent any failure of the Service to conform to the warranty is caused by the Customer’s misuse, unauthorized modifications, or by any Third-Party Services or third-party components outside of Chasers AI’s control.
8.3 Recommendations Not Guaranteed. The Customer understands that any analyses or recommendations provided by Cubik (such as suggestions for campaign optimization, naming conventions, or budget adjustments) are suggestions only. Chasers AI does not warrant or guarantee that following any recommendation or guidance from the Service will achieve any particular outcome or improvement in the Customer’s business performance. The effectiveness of recommendations can vary and depends on factors outside of Chasers AI’s control, including the Customer’s implementation and external market conditions. The Customer remains responsible for all decisions and acknowledges that it should independently evaluate the suitability of any recommendation before relying on it.
8.4 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE (INCLUDING ANY SUPPORT OR ANY OUTPUT OR RESULTS GENERATED BY THE SERVICE) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHASERS AI HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR a PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CHASERS AI DOES NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, NOR DOES IT MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY DATA OBTAINED THROUGH THE SERVICE. THE CUSTOMER ASSUMES ALL RISK FOR ANY ACTIONS TAKEN BASED ON INFORMATION OR INSIGHTS PROVIDED BY THE SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CHASERS AI, ITS EMPLOYEES, OR AGENTS SHALL CREATE ANY ADDITIONAL WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED HEREIN.
8.5 No Advice. The Customer acknowledges that Chasers AI is not providing legal, financial, or other professional advice by offering the Service. Any templates, recommendations, or analyses are not a substitute for professional judgment. The Customer should consult professionals as appropriate for guidance in specialized areas. Chasers AI makes no representation or warranty that use of the Service will ensure compliance with any laws or regulations applicable to the Customer.
9. Third-Party Services
9.1 Integration with Third-Party Services. The Service is designed to connect with and gather data from various Third-Party Services (for example, advertising platforms like Google Ads or Facebook Ads, web analytics like Google Analytics, etc.) as authorized by the Customer. The Customer acknowledges that Chasers AI’s ability to provide the Service may depend on the continuing availability and permissible use of third-party APIs or data access from these Third-Party Services. Chasers AI does not control Third-Party Services and is not responsible for any changes, outages, errors, or discontinuation of functionality by those third-party providers. Chasers AI may, at its discretion, discontinue or modify integrations with particular Third-Party Services if the third-party provider ceases to make their services or APIs available on reasonable terms or in a manner compatible with Cubik. In such cases, Chasers AI will use reasonable efforts to notify the Customer of material changes impacting integrations. The Customer’s obligation to pay for the Service is not contingent on the availability of any specific third-party integration.
9.2 Use of Third-Party Services and Data. When Cubik accesses or uses Third-Party Services on the Customer’s behalf, the Customer is responsible for ensuring it has all necessary rights and authorizations to allow such access. The Customer must comply with any applicable terms of service or user agreements of those Third-Party Services. Chasers AI is not responsible for data or content obtained from Third-Party Services. The Customer acknowledges that Chasers AI makes no warranty as to the accuracy, quality, legality, or any aspect of data or content retrieved from or sent to Third-Party Services via Cubik. Any data, recommendations, or analysis provided through the Service are dependent on the quality and availability of data from Third-Party Services, and Chasers AI shall not be liable for any errors or omissions in such data. The Customer is solely responsible for any fees or charges imposed by Third-Party Services for access or usage of their platforms (for example, API access charges or the Customer’s advertising spend), and Chasers AI shall have no liability or obligation for those costs.
9.3 Third-Party Links and Websites. In using the Service, the Customer or Users may encounter links to third-party websites or resources, or content provided by third parties (for example, embedded content, or references to third-party documentation). Chasers AI is not responsible or liable for the availability or accuracy of such external websites or resources, or the content, products, or services on or available from them. Following links to any third-party websites is at the Customer’s own risk, and such websites will be governed by their own terms and policies, not this Agreement.
10. Term and Termination
10.1 Term of Agreement. This Agreement commences on the date the Customer first accepts it (by signing an Order or by using the Service, whichever occurs first) and continues for as long as the Customer has an active Subscription to the Service, unless terminated earlier in accordance with this Section 10. Each Subscription will have an initial term as specified in the Order. Auto-Renewal: Unless otherwise stated in an Order, each Subscription will automatically renew for successive renewal terms equal in duration to the initial term (e.g., month-to-month or year-to-year) unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. Chasers AI will notify the Customer of any fee changes for a renewal term as provided in Section 6.6, and if the Customer does not agree to such changes, the Customer must provide timely notice of non-renewal to terminate the Subscription at the end of the current term.
10.2 Termination by Notice (Termination for Convenience). The Customer may terminate this Agreement or cancel a Subscription for convenience by providing at least one (1) month’s prior written notice to Chasers AI. In the case of such termination, the effective termination date will be the later of: (a) the end of the current Subscription billing period in which the notice period expires, or (b) the date that is one month from the notice of termination (if the Subscription is month-to-month, termination will be effective at the end of the monthly period following the notice period). No Refunds on Early Termination: If the Customer terminates for convenience, any fees for the remainder of the then-current Subscription term (if any) shall remain due and payable, and Chasers AI will not be obligated to refund any pre-paid fees. The Customer may continue to use the Service until the effective termination date but will not be entitled to any pro-rated refund for the unused portion of the term.
10.3 Termination for Breach. Either party may terminate this Agreement (including any or all Subscriptions) for cause by giving written notice to the other party of a material breach of this Agreement and the intent to terminate. The termination will become effective 30 days after receipt of such notice, unless the breaching party has cured the breach within that 30-day period to the non-breaching party’s reasonable satisfaction. If the breach is of a nature that cannot be cured, or if the breaching party fails to cure within the cure period, the Agreement will terminate upon expiration of the 30-day notice period. Non-Payment: Without limiting the foregoing, Chasers AI reserves the right to immediately suspend or terminate the Service for material breach if any payment due from the Customer is more than 15 days past due and the Customer has not remedied such non-payment within 7 days of written notice from Chasers AI.
10.4 Termination for Insolvency or Ceasing Business. Either party may terminate this Agreement immediately upon written notice if the other party (a) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, which proceeding is not dismissed within 60 days; or (b) is declared insolvent or adjudged bankrupt, or makes an assignment for the benefit of creditors; or (c) ceases to do business or actively conduct its operations. In the event of such termination, no cure period is required.
10.5 Effect of Termination. Upon expiration or termination of this Agreement for any reason: (i) all rights granted to the Customer to access or use the Service shall immediately terminate, and Chasers AI may deactivate the Customer’s accounts and prevent further access; (ii) the Customer shall immediately cease all use of the Service and any Chasers AI Confidential Information in its possession; (iii) the Customer shall pay any outstanding fees for the Service that accrued prior to the effective date of termination (and, if terminated by Chasers AI for Customer’s breach, the Customer shall also pay, as liquidated damages and not as a penalty, any unpaid fees that would have been payable for the remainder of the Subscription term but for such termination – recognizing that the parties agree such fees are a genuine pre-estimate of Chasers AI’s loss). Upon Customer’s request made within 30 days after termination, Chasers AI will permit the Customer to export or download any Customer Data stored in the Service that is readily accessible (except for data from Third-Party Services that the Customer can obtain from those services directly). After such 30-day period, Chasers AI may delete or render inaccessible any Customer Data in the Service, unless legally prohibited.
10.6 Survival. Termination or expiration of this Agreement shall not affect any rights or liabilities accrued by either party up to the date of termination. In addition, any provisions of this Agreement which by their nature should survive termination (including, but not limited to, clauses regarding Fees (to the extent of amounts due), Intellectual Property Rights (Section 5), Confidentiality (Section 7), Warranties and Disclaimers (Section 8.4), Limitation of Liability (Section 11), Governing Law (Section 12), and Miscellaneous (Section 13)) shall survive the expiration or termination of this Agreement for any reason.
11. Limitation of Liability
11.1 Unlimited Liabilities Not Excluded. Nothing in this Agreement shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law. In such cases, each party’s liability shall be limited to the minimum extent permitted by law.
11.2 Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS THROUGH THE OTHER PARTY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, or any loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or reputation, loss of or damage to data, or business interruption, arising out of or in connection with this Agreement or the use or performance of the Service, even if such party has been advised of the possibility of such damages. The parties agree that the types of losses excluded by this Section 11.2 are those that are not a direct result of a party’s actions, but rather are collateral or remote (for example, the Customer’s loss of revenue or business due to Service downtime would be an indirect loss), and that such losses are not recoverable hereunder.
11.3 Cap on Direct Damages. Chasers AI’s total aggregate liability for any and all claims, losses or damages arising out of or relating to this Agreement or the Service (whether in contract, tort (including negligence), or any other theory of liability) shall not exceed the total amount of fees paid or payable by the Customer to Chasers AI for the Service in the 12 months immediately preceding the event giving rise to the claim.** If the Customer’s Subscription term is shorter than 12 months, then such shorter period shall apply for calculating the liability cap, based on the average monthly fees during that period times 12. This Section 11.3 applies in aggregate to all claims from the Customer in the aggregate, not per incident.
Notwithstanding anything to the contrary, Chasers AI shall have no liability for any losses or damages arising from: (i) Customer’s use of the Service in violation of this Agreement or applicable law; (ii) any recommendations, reports, or insights generated by the Service that were implemented without independent verification; or (iii) errors, downtime, or changes in Third-Party Services or APIs that affect Service functionality.
11.4 Acknowledgement. The limitations and exclusions of liability in this Section 11 form an essential basis of the bargain between the parties, and a fundamental part of the pricing for the Service. The parties agree that the limitations set forth in this Section are reasonable and will apply notwithstanding any failure of essential purpose of any limited remedy. The Customer acknowledges that Chasers AI has set its fees and entered into this Agreement in reliance on the disclaimers and limitations of liability set forth herein, and that they reflect an allocation of risk between the parties.
12. Governing Law and Dispute Resolution
12.1 Governing Law. This Agreement and any disputes arising out of or related to this Agreement or the Service shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods (which shall not apply).
12.2 Jurisdiction. The parties agree that the courts of the Netherlands shall have exclusive jurisdiction to adjudicate any dispute, claim, or controversy arising out of or relating to this Agreement or its subject matter. Each party consents to the personal jurisdiction of such courts and waives any objection (including any objection based on inconvenient forum) to the bringing of any such action in those courts.
12.3 Injunctive Relief. Notwithstanding the above, either party may seek interim or injunctive relief in any court of competent jurisdiction to prevent imminent harm or preserve the status quo, at any time, in respect of any breach or anticipated breach of that party’s intellectual property rights or Confidential Information.
13. Miscellaneous
13.1 Entire Agreement. This Agreement (together with any Order(s) or addenda executed by the parties and any documents expressly incorporated by reference herein) constitutes the entire agreement between Chasers AI and the Customer regarding the Service and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the same subject matter. The parties acknowledge that in entering into this Agreement they have not relied on any representations or warranties not explicitly set forth herein. In case of any conflict between the terms of this Agreement and an Order or a separate written agreement signed between the parties, the terms of the Order or separately signed agreement shall prevail, but only with respect to the specific subject matter of that Order or agreement.
13.2 Amendments. Chasers AI may update or make changes to these Terms and Conditions from time to time. In such case, Chasers AI will notify the Customer of material changes (for example, by email or by displaying a notice upon login to the Service) prior to the change taking effect. If the Customer does not agree to the revised terms, the Customer may terminate the Subscription by providing written notice to Chasers AI before the effective date of the updated terms, in which case the Customer will be entitled to use the Service under the prior terms until the end of the then-current Subscription term, and the updated terms will not apply to that Subscription. Otherwise, continued use of the Service after the updated terms become effective will constitute acceptance of the change. Except as set forth in this Section, any amendment or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.
13.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. The parties shall negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the parties.
13.4 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement (except as expressly stated otherwise in this Agreement) shall operate as a waiver of that right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is asserted. A waiver of one breach or default will not constitute a waiver of any other or subsequent breach or default.
13.5 Assignment. The Customer may not assign or transfer this Agreement, in whole or in part, nor delegate any obligations or rights hereunder, to any third party without the prior written consent of Chasers AI (such consent not to be unreasonably withheld). Any purported assignment in violation of this Section is null and void. Chasers AI may assign or transfer this Agreement without the Customer’s consent (a) to any affiliate or subsidiary, (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or (c) as part of a sale or transfer of the Cubik business unit. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
13.6 Force Majeure. Neither party shall be liable for any delay or failure in performance of its obligations (excluding payment obligations) under this Agreement if and to the extent such delay or failure is caused by events beyond the reasonable control of the affected party, including, but not limited to, acts of God, war, terrorism, civil unrest, governmental restrictions or actions, strikes or labor disputes, epidemic or pandemic, failure of the internet or telecommunications, or power outages (“Force Majeure”). The party affected by a Force Majeure event shall notify the other party as soon as practicable and make reasonable efforts to mitigate the impact of the event. The time for performance of the affected obligation shall be extended for the duration of the Force Majeure event. If a Force Majeure event continues for an extended period (e.g., more than 60 days), either party may terminate this Agreement upon written notice to the other.
13.7 Relationship of Parties. The relationship between Chasers AI and the Customer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, fiduciary, or employment relationship between the parties. Neither party is an agent of the other, and neither has any authority to act on behalf of or bind the other in any manner. The Customer agrees that Chasers AI is providing a service and is not undertaking any responsibility for the management or operation of the Customer’s business.
13.8 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. No person or entity not a party to this Agreement shall have any right to enforce any term of this Agreement.
13.9 Notices. Except as otherwise specified in this Agreement, all notices, consents, or approvals required or permitted under this Agreement will be in writing and shall be deemed effectively given: (a) when delivered personally, or (b) when sent by email to the official notice email address of the receiving party (which for Chasers AI is [insert contact email], and for the Customer is an email address associated with the Customer’s account or as otherwise designated by Customer). Either party may change its notice address by written notice to the other in accordance with this Section. It is the Customer’s responsibility to keep its contact information (including email address) current and accurate in the Service.
13.10 Headings and Interpretation. Section headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision. Terms such as “including” or “for example” shall be construed without limitation to the generality of the preceding subject, and any use of the singular includes the plural and vice versa as the context may require.
13.11 Survival of Indemnity
Any indemnity obligations under this Agreement shall survive the expiration or termination of this Agreement, regardless of the cause or timing of such termination.
13.12 No Reliance
Each party acknowledges that in entering into this Agreement, it has not relied on any statement, promise, or representation not expressly set out in this Agreement. All warranties and representations, whether express or implied, are excluded to the maximum extent permitted by law, except as expressly stated herein.
14. Indemnification
The Customer shall indemnify, defend, and hold harmless Chasers AI, its affiliates, directors, officers, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) the Customer Data, including any allegation that its collection, use, or disclosure infringes any intellectual property, privacy, or other rights of any third party;
(b) the Customer’s breach of this Agreement or violation of applicable law; or
(c) the Customer’s misuse of the Service.
This indemnity obligation shall survive the termination or expiration of this Agreement.
By clicking “I agree” or accessing the Service through an Order that references these Terms, the individual accepting this Agreement confirms that they are authorized to bind the Customer and that the Customer agrees to be legally bound by these Terms and Conditions.
If the individual is not authorized or does not agree, they must not access or use the Service.