Terms and Conditions

1. Service Provider Identification

Pursuant to Article 10 of Spanish Law 34/2002, of 11 July, on Information Society Services and Electronic Commerce (LSSI-CE), the following information is provided:

2. Definitions

For the purposes of these Terms and Conditions:

• "Service" refers to the Helios software-as-a-service platform, including all features, functionalities, and related services.
• "User" or "You" refers to the legal entity or natural person acting in a professional capacity who accesses or uses the Service.
• "Provider", "We", or "Us" refers to PARROT PARTNERS, SOCIEDAD LIMITADA.
• "Content" refers to any text, data, information, or materials submitted to or generated through the Service.
• "AI-Generated Content" refers to advertising copy and related materials produced by the Service's artificial intelligence systems.

3. Nature of the Service

3.1 Service Description

The Service constitutes a software-as-a-service platform that utilises artificial intelligence to generate advertising copy for use in Google Ads campaigns. The Service processes User inputs to produce headlines, descriptions, and advertisement variations.

3.2 AI Disclosure

In accordance with Regulation (EU) 2024/1689 (the AI Act):

• All advertising copy produced by the Service constitutes AI-generated content.
• AI-Generated Content is provided as draft material for User review and does not constitute final advertising copy.
• The User retains sole responsibility for reviewing, modifying, and approving all content prior to publication or use.
• The Provider makes no representation that AI-Generated Content complies with applicable advertising regulations or third-party platform policies.

3.3 Beta Status

The Service is currently provided as a private beta release. Accordingly:

• Access is restricted to invited participants only.
• Features, functionalities, and specifications may be modified, added, or discontinued without prior notice.
• The Service may contain defects, errors, or incomplete functionality.
• Service availability is not guaranteed.

4. Acceptance and Formation of Contract

Access to or use of the Service constitutes acceptance of these Terms and Conditions and forms a binding contract between the User and the Provider. Users who do not accept these Terms must cease use of the Service immediately.

Where the User accesses the Service on behalf of a legal entity, the User represents and warrants that they possess the requisite authority to bind such entity to these Terms.

5. User Eligibility

The Service is provided exclusively on a business-to-business (B2B) basis. By using the Service, the User represents and warrants that:

• The User is acting in the course of trade, business, craft, or profession;
• The User has attained the age of eighteen (18) years or the age of legal majority in their jurisdiction;
• The User possesses full legal capacity to enter into binding contracts;
• All registration information provided is accurate, current, and complete.

The Service is not intended for consumers within the meaning of Directive 2011/83/EU or Royal Legislative Decree 1/2007 (Spanish Consumer Law).

6. User Account

6.1 Account Obligations

The User shall maintain the confidentiality of account credentials and bears full responsibility for all activities occurring under their account. Any suspected unauthorised access must be reported immediately to [email protected].

6.2 Security Requirements

The User agrees to implement reasonable security measures, including the use of strong passwords and the prohibition of credential sharing.

7. Licence Grant and Restrictions

7.1 Licence

Subject to compliance with these Terms, the Provider grants the User a limited, non-exclusive, non-transferable, revocable licence to access and use the Service solely for the User's internal business purposes.

7.2 Prohibited Conduct

The User shall not:

• Copy, reproduce, modify, adapt, or create derivative works of the Service or any component thereof;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
• Rent, lease, lend, sell, sublicense, or otherwise transfer access to the Service to third parties;
• Use the Service to develop, directly or indirectly, any product or service that competes with the Service;
• Use automated systems, including bots, crawlers, or scrapers, except through officially provided APIs;
• Circumvent, disable, or otherwise interfere with usage limitations or security features;
• Use the Service for any unlawful purpose or in violation of applicable law.

8. Intellectual Property

8.1 User Content

The User retains all intellectual property rights in content provided to the Service. By using the Service, the User grants the Provider a non-exclusive, worldwide, royalty-free licence to process such content solely for the purpose of providing the Service.

8.2 AI-Generated Content

AI-Generated Content is provided to the User for business use subject to the following:

• The Provider does not guarantee the uniqueness of AI-Generated Content. Similar or identical content may be generated for other users.
• The User bears sole responsibility for ensuring AI-Generated Content complies with applicable laws, regulations, and third-party platform policies prior to use.
• Pursuant to applicable EU intellectual property law, AI-generated works may not qualify for copyright protection absent substantial human creative contribution. The User acknowledges that AI-Generated Content may not be subject to copyright protection.

8.3 Prohibited Content

The User shall not use the Service to generate content that:

• Is false, misleading, deceptive, or likely to deceive;
• Infringes the intellectual property rights of third parties;
• Violates applicable advertising laws, regulations, or platform policies;
• Promotes illegal products, services, or activities;
• Constitutes hate speech or discriminatory content;
• Targets, exploits, or is directed at minors.

9. Third-Party Integrations

Where the User connects third-party accounts, including Google Ads accounts:

• The User authorises the Provider to access such account data as necessary for Service provision;
• The Provider is not affiliated with Google LLC or any other third-party platform;
• Use of third-party services remains subject to such third party's terms and conditions;
• The User bears sole responsibility for compliance with third-party platform policies;
• The Provider does not guarantee that content will be approved by third-party platforms.

10. Fees and Payment

During the private beta period, access may be provided without charge to selected participants. Upon introduction of paid subscription plans:

• Applicable fees shall be communicated prior to any charge;
• All prices shall be denominated in Euros (EUR) and are exclusive of applicable VAT;
• Subscriptions shall renew automatically unless cancelled prior to the renewal date;
• The Provider shall provide no less than thirty (30) days' notice of any price modifications.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The Provider does not warrant that:

• The Service will meet the User's requirements or expectations;
• The Service will be uninterrupted, timely, secure, or error-free;
• AI-Generated Content will be accurate, complete, reliable, or suitable for any particular purpose;
• AI-Generated Content will achieve any specific advertising results or performance metrics;
• AI-Generated Content will comply with third-party platform policies or advertising regulations.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Provider shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation damages for loss of profits, goodwill, data, or other intangible losses;
• The Provider's aggregate liability shall not exceed the greater of: (a) the total amounts paid by the User in the twelve (12) months preceding the claim; or (b) one hundred Euros (€100).

The foregoing limitations shall not apply to: (i) liability for death or personal injury resulting from negligence; (ii) liability for fraud or fraudulent misrepresentation; (iii) any other liability that cannot be excluded or limited under applicable law.

13. Indemnification

The User agrees to indemnify, defend, and hold harmless the Provider, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• The User's use of the Service;
• The User's content or use of AI-Generated Content;
• The User's breach of these Terms or applicable law;
• The User's advertising campaigns and published content.

14. Term and Termination

14.1 Termination by User

The User may terminate their account at any time by written notice to [email protected].

14.2 Termination by Provider

The Provider may suspend or terminate the User's access immediately upon: (i) breach of these Terms; (ii) failure to pay applicable fees; (iii) requirement of applicable law; or (iv) discontinuation of the Service.

14.3 Effects of Termination

Upon termination: (i) all licences granted hereunder shall terminate immediately; (ii) the Provider may delete User data after thirty (30) days, except where retention is required by law.

15. Modifications to Terms

The Provider reserves the right to modify these Terms at any time. Material modifications shall be notified to the User via email or prominent notice on the Service no less than thirty (30) days prior to the effective date. Continued use of the Service following such notice constitutes acceptance of the modified Terms.

16. Governing Law and Jurisdiction

16.1 Applicable Law

These Terms shall be governed by and construed in accordance with the laws of the Kingdom of Spain, without regard to conflict of law principles.

16.2 Jurisdiction

Any dispute arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Tarragona, Spain.

16.3 Pre-Litigation Procedure

Prior to initiating legal proceedings, the parties agree to attempt resolution through good faith negotiation. Written notice of any dispute shall be provided to [email protected].

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
• Severability: If any provision is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
• Assignment: The User may not assign or transfer these Terms without the Provider's prior written consent.
• Force Majeure: The Provider shall not be liable for failure to perform obligations due to circumstances beyond its reasonable control.
• Waiver: Failure to enforce any provision shall not constitute a waiver of such provision or any other provision.

18. Contact Information