Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the VidTally platform, the websites, dashboards, APIs, integrations, reports, and related services operated by AdRamen Pty Ltd ("Company," "we," "us," or "our"). By accessing or using the Service, you agree to these Terms. If you do not agree, you must not use the Service.

1. Eligibility and Authority

You may use the Service only if:

• you are at least 18 years old;
• you can form a binding contract with us; and
• if you use the Service on behalf of a company, agency, or other organization, you have authority to bind that organization to these Terms.

If you use the Service on behalf of an organization, "you" includes that organization.

2. The Service

The VidTally platform is a software-as-a-service platform that helps users monitor, organize, analyze, and report on publicly available social media content and metrics across supported third-party platforms.

The Service may include features such as:

• account and video tracking;
• campaign or collection grouping;
• dashboards, reports, exports, and comparisons;
• payment, reconciliation, or performance calculation tools;
• APIs, integrations, alerts, automations, or similar workflow tools.

We may modify, improve, suspend, or discontinue any part of the Service at any time. We will use reasonable efforts to avoid materially reducing core paid functionality during an active subscription period without notice.

3. Account Registration and Security

To use certain features, you may need to create an account. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for:

• maintaining the confidentiality of your login credentials;
• all activity that occurs under your account; and
• promptly notifying us at support (at) vidtally (dot) com of any unauthorized access or security incident involving your account.

You must not share credentials in a way that exceeds your purchased seats, plan limits, or other agreed usage scope.

4. Acceptable Use

You must use the Service only in compliance with applicable law and these Terms. You must not:

• use the Service for unlawful, fraudulent, deceptive, or infringing purposes;
• upload, submit, or transmit content you do not have the right to use;
• interfere with, disrupt, or attempt to gain unauthorized access to the Service or related systems;
• reverse engineer, decompile, copy, frame, mirror, or otherwise attempt to extract source code or non-public aspects of the Service, except where prohibited by law from restricting that activity;
• use the Service to violate the rights of any third party, including privacy, publicity, intellectual property, or contractual rights;
• use bots, scripts, or other automated means to access the Service in a manner that bypasses plan limits, rate limits, security features, or intended product restrictions;
• resell, sublicense, or provide the Service to third parties as a managed service unless expressly authorized in writing by us.

We may suspend or terminate access if we reasonably believe you have violated these Terms or created risk for us, the Service, or others.

5. Third-Party Platforms and Data Sources

The Service may depend on third-party platforms, websites, APIs, data providers, payment providers, cloud providers, or integrations, including social media platforms. Those third-party services are not controlled by us.

You acknowledge and agree that:

• third-party platforms may change their terms, APIs, data availability, rate limits, or technical behavior at any time;
• publicly available data may become unavailable, restricted, delayed, incomplete, or inaccurate;
• your use of third-party platforms remains subject to those platforms' own terms and policies; and
• we are not responsible for third-party services, third-party content, or third-party failures outside our reasonable control.

6. Customer Data and Public Platform Data

As between you and us, you retain ownership of data, materials, URLs, lists, notes, uploads, and other content you submit to the Service ("Customer Data").

You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data only as necessary to:

• provide and maintain the Service;
• support your use of the Service;
• secure, monitor, and improve the Service;
• comply with law; and
• enforce these Terms.

You represent and warrant that you have all rights, permissions, and legal bases necessary for us to process Customer Data as contemplated by these Terms.

To the extent the Service stores or displays publicly available social media content, metadata, or metrics gathered from supported platforms ("Public Platform Data"), such data remains subject to the rights of the applicable platform owners, creators, or other rights holders.

7. Analytics, Reports, and Calculations Disclaimer

The Service may provide analytics, estimates, trend signals, payout calculations, performance metrics, classifications, exports, benchmarks, or other outputs. These outputs may rely on Public Platform Data, third-party sources, and Customer Data.

You acknowledge that these outputs:

• may be delayed, estimated, incomplete, or inaccurate;
• may change retroactively if source data changes;
• are provided for informational and operational purposes only; and
• must not be relied upon as the sole basis for legal, accounting, tax, financial, employment, or other high-stakes decisions.

You are solely responsible for reviewing and validating outputs before acting on them.

8. Subscriptions, Billing, Credits, and Trials

Certain parts of the Service require a paid subscription. By purchasing a paid plan, you agree to the pricing, billing frequency, included usage, and overage terms shown at checkout or in an applicable order form.

Unless otherwise stated:

• subscriptions are billed in advance on a recurring monthly or annual basis;
• plans automatically renew until canceled;
• fees are non-refundable except as required by law or expressly stated by us in writing;
• downgrades and cancellations take effect at the end of the current billing period; and
• taxes, duties, levies, and similar government charges are your responsibility unless the law requires us to collect and remit them.

If your plan includes credits, sync allowances, tracked-asset limits, or similar usage units:

• those usage units apply only during the applicable billing period unless your plan states otherwise;
• unused usage units do not roll over unless expressly stated;
• usage units have no cash value; and
• overages may be billed at the rates disclosed in your plan or order form.

If we offer a free trial or discounted trial, it may automatically convert to a paid subscription unless canceled before the trial ends.

9. Payment Processing

We may use third-party payment processors. By submitting payment information, you authorize us and our payment processors to charge the applicable fees using your selected payment method.

If payment is overdue or cannot be processed, we may suspend or terminate access to paid features until payment is received.

10. Price Changes

We may change subscription fees, usage pricing, or plan structures from time to time. Unless a shorter notice period is required due to law, tax changes, or urgent circumstances outside our control, we will provide reasonable advance notice before a price change applies to your next renewal or future billing period.

Your continued use of the Service after the new pricing becomes effective constitutes acceptance of the updated pricing.

11. Intellectual Property

The Service, including its software, design, branding, interfaces, workflows, documentation, and related intellectual property, is owned by AdRamen Pty Ltd or its licensors and is protected by applicable intellectual property laws.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable subscription term for your internal business or personal use, as applicable.

No rights are granted except as expressly stated in these Terms.

12. Feedback

If you provide feedback, ideas, suggestions, or feature requests, we may use them without restriction or obligation to you, and without compensation.

13. Confidentiality

Each party may receive non-public information from the other party that is identified as confidential or that should reasonably be understood to be confidential ("Confidential Information"). The receiving party will use the other party's Confidential Information only as necessary to perform under these Terms and will protect it using reasonable care.

Confidential Information does not include information that:

• is or becomes public without breach of these Terms;
• was already lawfully known to the receiving party;
• is lawfully received from a third party without duty of confidentiality; or
• is independently developed without use of the disclosing party's Confidential Information.

14. Term and Termination

These Terms remain in effect until terminated.

You may stop using the Service at any time. You may cancel your subscription through your account settings, billing portal, or by contacting support at support (at) vidtally (dot) com, subject to any minimum term or committed order form.

We may suspend or terminate your access immediately if:

• you breach these Terms;
• you fail to pay amounts due;
• required third-party services become unavailable in a way that makes the Service impracticable to provide;
• providing the Service to you would create legal, regulatory, or security risk.

Upon termination:

• your right to access the Service will end;
• we may delete or deactivate account data in accordance with our Privacy Policy and retention practices; and
• sections that by their nature should survive will survive, including those relating to payment obligations, intellectual property, disclaimers, limitations of liability, indemnity, confidentiality, and governing law.

15. Warranties Disclaimer

To the maximum extent permitted by law, the Service is provided "as is" and "as available." AdRamen Pty Ltd and its suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or reliability.

We do not warrant that the Service will be uninterrupted, error-free, secure, or available at all times, or that any data or output will be complete, current, or accurate.

16. Limitation of Liability

To the maximum extent permitted by law:

• AdRamen Pty Ltd will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, data, or anticipated savings;
• AdRamen Pty Ltd will not be liable for losses arising from third-party platforms, third-party providers, or changes in publicly available data;
• AdRamen Pty Ltd will not be liable for decisions you make based on analytics, reports, or calculations generated through the Service.

To the maximum extent permitted by law, AdRamen Pty Ltd's total liability for all claims arising out of or relating to the Service or these Terms will not exceed the fees you paid to AdRamen Pty Ltd for the Service during the 12-month period before the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

17. Indemnification

You agree to defend, indemnify, and hold harmless AdRamen Pty Ltd, its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, judgments, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to:

• your Customer Data;
• your use of the Service;
• your violation of these Terms; or
• your violation of applicable law or third-party rights.

18. Privacy

Our collection and use of personal data is described in the Privacy Policy.

19. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms and update the "Last updated" date above. Where required by law, we will also provide additional notice.

By continuing to use the Service after updated Terms become effective, you agree to the revised Terms.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict-of-law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved exclusively in the courts located in Sydney, New South Wales, Australia, unless applicable law requires otherwise.

21. General

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms as part of a merger, acquisition, corporate reorganization, or sale of assets.

These Terms, together with any applicable order form, plan terms, and the Privacy Policy, form the entire agreement between you and us regarding the Service and supersede prior understandings relating to the same subject matter.