Terms of Service

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

• "Service" means the ChatOOH AI-powered Out-of-Home planning and analytics platform, including all associated software, APIs, data outputs, documentation, and related services provided by CUENDE
• "CUENDE" means CUENDE INFOMETRICS, S.A., with CIF A802010140, registered at Parque Empresarial Alvia, c/Jose Echegaray, 8 - Ed. 3, 2nd floor, 28232 Las Rozas, Madrid, Spain
• "User" or "You" means any individual or legal entity that accesses, registers for, or uses the Service, including all authorised users under a subscription agreement
• "Subscription Agreement" means the specific commercial agreement between you (or your organisation) and CUENDE governing your subscription tier, pricing, usage allocations, and any additional terms
• "Platform Data" means all data, analytics, statistical outputs, audience metrics, geographic intelligence, inventory information, and any other information made available through the Service by CUENDE or its licensors
• "Outputs" means campaign plans, media plans, reports, visualisations, exports, and any other materials generated by the User through the Service using Platform Data
• "Query" means any request, question, command, or interaction submitted by a User to the Service that results in data processing, retrieval, or computation
• "Confidential Information" means any non-public information disclosed by either party to the other in connection with the Service, including but not limited to Platform Data, pricing, technical specifications, business strategies, and API documentation
• "Personal Data" means any information relating to an identified or identifiable natural person, as defined by Regulation (EU) 2016/679 (GDPR)

2. Acceptance of Terms

By accessing, registering for, or using the ChatOOH platform (the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are using the Service on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these terms.

• You must be at least 18 years of age to use the Service
• You must be an authorised representative of the subscribing organisation
• Continued use of the Service after modifications to these terms constitutes acceptance of the updated terms

3. Service Description

ChatOOH is an AI-powered Out-of-Home (OOH) planning and analytics platform operated by CUENDE INFOMETRICS, S.A. The Service provides:

• Data queries and analytics: Access to OOH inventory data, audience metrics, and geographic intelligence through conversational AI
• Campaign planning: AI-assisted generation of media plans, scenario comparison, and budget optimisation
• Reporting and exports: Generation of campaign reports, data visualisations, and exportable media plans
• API access: Programmatic access to platform data and functionality (where included in your subscription plan)

4. Account Registration

To access the Service, you must register for an account. By registering, you agree to:

• Use a corporate email address: ChatOOH is a business-to-business (B2B) service. Personal email addresses (e.g., gmail.com, hotmail.com) may not be accepted
• Provide accurate information: You are responsible for maintaining the accuracy and completeness of your account information
• Safeguard your credentials: You are responsible for all activity under your account. Notify us immediately at cuende@cuende.com if you suspect unauthorised access

5. Subscription Plans and Pricing

ChatOOH operates on a subscription model with usage-based metering. By subscribing, you agree to the following:

• Subscription tiers: The Service is offered in Starter, Pro, and Enterprise tiers, each with different levels of market access, user seats, and data features
• Usage metering: Certain operations (data queries, API calls, report generations) are metered. Usage beyond your plan's included allocation is billed as overage at the rates specified in your subscription agreement
• Billing cycle: Subscriptions are billed in advance on a monthly or annual basis. Usage overage is billed in arrears
• Price changes: CUENDE reserves the right to modify pricing with 30 days' advance written notice before the next billing cycle. Continued use of the Service after the new pricing takes effect constitutes acceptance of the updated rates

6. Usage and Query Limits

To ensure fair and equitable access to the Service for all users, the following usage policies apply:

• Fair use: Each subscription tier includes a specified number of queries and operations per billing period. Fair use limits are detailed in your subscription agreement
• Rate limits: The Service applies rate limits to API calls and queries to maintain platform stability. Exceeding rate limits may result in temporary throttling
• Overage charges: Queries and operations exceeding your plan's allocation are billed at the per-unit overage rate specified in your subscription agreement
• Usage monitoring: You can monitor your usage through the platform dashboard. CUENDE will notify you when approaching plan limits

7. Acceptable Use Policy

You agree to use the Service solely for legitimate business purposes related to Out-of-Home media planning and analytics. The following activities are expressly prohibited:

• Data resale or redistribution: You may not resell, sublicence, redistribute, or make available to third parties any data obtained through the Service, whether in raw, aggregated, or derivative form
• Automated scraping: You may not use bots, scrapers, or automated tools to systematically extract data from the platform beyond normal API usage within your plan
• Reverse engineering: You may not reverse-engineer, decompile, or attempt to extract the underlying algorithms, models, or data sources of the Service
• Circumventing usage limits: You may not create multiple accounts, use technical workarounds, or employ any method to circumvent query limits, rate limits, or usage metering
• Competitive use: You may not use the Service or data obtained through it to develop, train, or improve a competing product or service
• Misrepresentation: You may not present data or analyses from ChatOOH as your own proprietary research without appropriate attribution

8. Data and Intellectual Property

The ownership and intellectual property rights related to the Service are as follows:

• CUENDE-owned content: All platform data, algorithms, AI models, statistical methodologies, analytics, user interface designs, and documentation are the exclusive intellectual property of CUENDE INFOMETRICS, S.A. or its licensors
• User-owned content: You retain ownership of your campaign plans, custom reports, uploaded data (e.g., store location lists), and exported media plans created through the Service
• Licence grant: CUENDE grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service and its data outputs solely for your internal business purposes during the term of your subscription

9. Aggregated and Anonymised Data

You acknowledge and agree that CUENDE retains an unrestricted, perpetual, irrevocable, worldwide, royalty-free right to:

• Aggregate and anonymise: CUENDE may aggregate and anonymise all usage data, query patterns, platform interactions, and statistical outputs generated through the Service
• Use for business purposes: CUENDE may use aggregated and anonymised data for benchmarking, industry reports, trend analysis, model training, platform improvement, and the development of new products and services
• Create derivative products: CUENDE may create and commercialise derivative statistical products, indices, benchmarks, and analytical tools from aggregated and anonymised data
• No user claims: You shall have no claim, right, or interest in any insights, analyses, products, or services derived from aggregated and anonymised data, even if such data originated in part from your use of the Service

10. Data Accuracy and Disclaimers

ChatOOH data and analytics are provided for informational and planning purposes. You acknowledge that:

• Statistical models: Data provided through the platform is based on statistical models, audience measurement methodologies, and third-party data sources. Results are estimates and projections, not absolute measurements
• "As-is" basis: The Service and all data are provided on an "as-is" and "as-available" basis. CUENDE does not warrant that the data will be error-free, complete, or suitable for any particular purpose
• No guarantee of outcomes: CUENDE does not guarantee that campaign plans or media strategies generated through the Service will achieve any specific business outcome

11. Data Protection and GDPR

The processing of personal data in connection with the Service is governed by the following provisions:

• Data controller for account data: CUENDE acts as data controller for User account data, contact information, and usage data collected in connection with the provision of the Service
• Data processor role: For any personal data that the User processes through the platform (e.g., uploaded location data containing personal information), CUENDE acts as data processor and the User acts as data controller
• Legal framework: All processing of personal data shall comply with Regulation (EU) 2016/679 (GDPR) and Spanish Organic Law 3/2018 on Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD)
• Sub-processors: A list of sub-processors used by CUENDE is available in the Privacy Policy. CUENDE will notify Users of any changes to sub-processors
• Data Processing Agreement: A Data Processing Agreement (DPA) is available upon request for Enterprise tier subscribers
• User responsibility: The User is solely responsible for ensuring a lawful basis exists for any personal data they upload, process, or otherwise make available through the Service

CUENDE will notify the User of any personal data breach affecting User data within seventy-two (72) hours of becoming aware of such breach, in accordance with Article 33 of the GDPR.

12. Security

CUENDE implements appropriate technical and organisational measures to protect the Service and User data. These measures include:

• Encryption: All data is encrypted in transit using TLS 1.2 or higher, and at rest using industry-standard encryption algorithms
• Infrastructure: The Service is hosted on Amazon Web Services (AWS), which maintains ISO 27001 and SOC 2 Type II certifications
• Security assessments: CUENDE conducts regular security assessments and vulnerability testing of the platform
• Access controls: Role-based access controls are implemented to limit data access to authorised personnel
• CUENDE discretion: CUENDE shall determine, at its sole discretion, what security measures are appropriate for the Service at any given time

The User is solely responsible for securing their own credentials, devices, and network connections used to access the Service. CUENDE shall not be liable for any security incident arising from the User's failure to adequately protect their access credentials or systems.

13. Service Availability

CUENDE commits to commercially reasonable efforts to maintain the availability of the Service. However, the Service may be temporarily unavailable due to scheduled maintenance (typically conducted during off-peak hours with advance notice), unscheduled maintenance required for security or stability, or circumstances beyond our reasonable control. CUENDE shall not be liable for any interruption of service.

14. Confidentiality

Both parties agree to maintain the confidentiality of information disclosed during the course of the subscription. This includes, without limitation: platform data and analytics, pricing and commercial terms, technical specifications and API documentation, and any information reasonably understood to be confidential. Confidentiality obligations survive termination of the subscription for a period of two (2) years.

15. Indemnification

You agree to indemnify, defend, and hold harmless CUENDE INFOMETRICS, S.A., its directors, officers, employees, agents, and affiliates from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Breach of Terms: Your breach of any provision of these Terms of Service
• Data misuse: Your misuse of Platform Data, including unauthorised redistribution, resale, or disclosure to third parties
• Third-party rights: Your violation of any third-party rights, including intellectual property rights, privacy rights, or contractual obligations
• Legal violations: Your violation of any applicable laws or regulations, including data protection laws

CUENDE's obligation to indemnify the User is strictly limited to cases of gross negligence or wilful misconduct on the part of CUENDE.

16. Limitation of Liability

To the maximum extent permitted by applicable law, CUENDE's total aggregate liability arising out of or in connection with the Service shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim. In no event shall CUENDE be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, regardless of the theory of liability.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of the affected party. Force majeure events include, without limitation: natural disasters, pandemics, epidemics, government actions, sanctions, embargoes, regulatory changes, cyber attacks, hacking, distributed denial-of-service (DDoS) attacks, ransomware, third-party service provider failures (including cloud infrastructure providers), utility failures, telecommunications outages, labour disputes, and strikes.

The affected party must notify the other party within five (5) business days of becoming aware of a force majeure event and shall use commercially reasonable efforts to mitigate its effects. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate these Terms without liability.

18. Termination

Either party may terminate the subscription as follows:

• With notice: Either party may terminate the subscription by providing thirty (30) days' written notice before the end of the current billing period
• Data export: Upon termination, you will have thirty (30) days to export your campaign plans and reports. After this period, your data will be deleted in accordance with our Privacy Policy
• Immediate termination: CUENDE reserves the right to suspend or terminate your access immediately in the event of a material breach of these Terms, including but not limited to violation of the Acceptable Use Policy

19. Modifications to Terms

CUENDE reserves the right to modify these Terms of Service at any time. We will provide at least thirty (30) days' advance notice of material changes via email to the account holder or through the platform. Continued use of the Service after the effective date of modifications constitutes acceptance of the updated terms. If you do not agree with the modifications, you may terminate your subscription before the changes take effect.

20. Governing Law and Jurisdiction

These Terms of Service are governed by and construed in accordance with the laws of Spain. For any dispute arising from or in connection with these terms or the use of the Service, the parties submit to the exclusive jurisdiction of the Courts and Tribunals of Madrid, Spain, waiving any other jurisdiction that may correspond to them.

21. Contact

For any enquiries regarding these Terms of Service, please contact us:

• Email: cuende@cuende.com
• Website: chatooh.ai