Terms of Service

01 The agreement

These terms are between you, the organisation subscribing to the service, and Adaptable Works LLC, the company that operates GainGauge, registered at 1319 N University Dr, #186, Coral Springs, FL 33071, United States ("we", "us", "GainGauge"). They govern your use of the GainGauge application, the gaingauge.com website and the data syncing that runs behind them.

By creating an account, connecting a platform or using the service, you accept these terms. If you are accepting on behalf of an organisation, you confirm you are authorised to bind it, and "you" means that organisation.

Where we have signed a separate written agreement or order form with you, that document governs to the extent it conflicts with these terms. Our handling of personal data is governed by the Privacy Policy, which forms part of this agreement.

02 What the service does

GainGauge reads the advertising and CRM accounts you connect, fits a response curve to each marketing channel, and produces a budget allocation together with a written explanation of it. Access is provided on a subscription basis, for your internal business use, for the term agreed with you.

We may improve, change or discontinue features. Where a change materially reduces the functionality you are paying for, we will tell you in advance and, if you would rather not continue, refund the unused portion of your subscription.

03 Recommendations are estimates, not guarantees

This section is the most important one in this document, so it is written plainly rather than defensively.

• The output is a statistical estimate. It is inferred from the data you connect, using models that carry uncertainty. Marketing outcomes depend on creative, competition, seasonality, pricing, sales execution and a great deal else that no model observes.
• We do not promise a result. We do not warrant that following a recommendation will increase revenue, reduce cost per acquisition, or produce any particular return. Nobody honestly can.
• Confidence is part of the output, not decoration. Where the data does not support a confident answer, the product says so and flags the channel rather than ranking it anyway. Acting on a figure the product has flagged as unmeasurable is your decision, and the flag is the warning.
• Your team decides and your team acts. Every recommendation is reviewed and applied by a person at your organisation. GainGauge has no write access to your advertising accounts and cannot execute anything.

GainGauge is a decision support tool. It is not financial, investment, legal, tax or accounting advice, and it does not replace your own judgement about how to spend your money.

04 Your account

• You are responsible for the accuracy of the account details you give us, and for keeping them current.
• You are responsible for your users' credentials and for the activity that happens under them. Tell us promptly at hello@gaingauge.com if you believe an account has been compromised.
• You decide which of your people get access and in which role. Roles differ in what they can see, so assign them deliberately.
• The service is for organisations, not consumers, and you must be able to form a binding contract to use it.

05 Connected accounts and your data

The advertising and CRM data you connect remains yours. You grant us a limited licence to access, store and process it solely to provide the service to you, to keep it secure, and to support you when you ask. That licence ends when the data is deleted.

You confirm that you are entitled to connect each account and to have us process the data in it, including any personal data it contains, and that you have given whatever notices and obtained whatever consents your own privacy obligations require. Where that data includes personal data, you are the controller and we are your processor, as set out in the Privacy Policy.

You may disconnect any platform at any time; the stored credentials for it are deleted immediately. Deletion of data already held is described in the Privacy Policy.

We may use aggregated, de-identified information about how the service performs in order to operate and improve it. That information never identifies you, your customers or your campaigns, and we do not use your data to train general purpose models.

06 Acceptable use

You agree not to:

• connect an account you are not authorised to access, or upload data you have no right to share with us;
• resell, sublicense or provide the service to a third party as your own, unless we have agreed to it in writing;
• copy, decompile or reverse engineer the software, or attempt to derive the models behind it, except to the extent that restriction is unenforceable by law;
• probe or breach the security of the service, attempt to reach another customer's data, or interfere with its availability for others;
• use the service to break the law, or to breach the terms of the advertising or CRM platforms you connect.

07 Fees

Fees, billing frequency and currency are those set out in the order form or subscription you agreed to. Unless it says otherwise, fees are payable in advance, are exclusive of taxes, and are not refundable except where these terms expressly say so.

If an invoice is overdue we will tell you before doing anything about it, and we may suspend access if it remains unpaid after a reasonable further period. We will give you at least 30 days' notice before a price change takes effect, and it will not apply to a term you have already paid for.

08 Term, suspension and termination

The subscription runs for the term agreed and renews as stated in your order form. Either of us may terminate for material breach that is not put right within 30 days of written notice.

We may suspend access immediately, without that notice period, where continuing would put the service or another customer at risk, or where the law requires it. We will tell you why and restore access as soon as the cause is resolved.

On termination your access ends and your data is deleted on the schedule in the Privacy Policy. Ask us before that window closes and we will give you an export of your data.

09 Intellectual property

We own the GainGauge software, the models and methods behind it, the interface, the documentation and the brand. Nothing here transfers any of that to you; you receive a right to use the service during your subscription, and nothing more.

You own your data and the outputs produced from it, and you may use those outputs freely inside your business. If you send us feedback or suggestions, we may act on them without obligation or payment to you.

10 Confidentiality

Each of us may learn things about the other that are not public. Neither of us will disclose the other's confidential information except to people who need it and are bound to keep it confidential, and neither will use it for anything other than performing this agreement. This does not cover information that is already public, that was already known without a duty of confidence, or that the law requires to be disclosed. Your advertising and CRM data is your confidential information.

11 The platforms you connect

Google Ads, Meta, LinkedIn, Google Analytics, HubSpot and any other service you connect are your providers, not ours. Your use of them is governed by your agreements with them, and we read from them only under the authorisation you grant and only as long as you keep granting it.

Those platforms change their interfaces, their data and their access rules on their own schedule, and they can restrict or withdraw access to a tool like ours. We will tell you promptly if that affects what GainGauge can show you, but we are not responsible for their acts, their outages, or the accuracy of the data they report to us.

12 Warranties and disclaimer

We warrant that we will provide the service with reasonable skill and care, and that we will not knowingly introduce malicious code into it.

Beyond that warranty, and to the fullest extent the law allows, the service is provided "as is" and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. We do not warrant that the service will be uninterrupted or error free, that the data platforms report to us will be complete or correct, or that any recommendation will produce a particular commercial outcome. Section 3 explains why that last point is not boilerplate.

13 Limitation of liability

To the fullest extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or lost business opportunity, even if the possibility was known.

Our total aggregate liability arising out of or relating to this agreement is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

Nothing here limits liability that cannot be limited by law, including for fraud, for fraudulent misrepresentation, or for death or personal injury caused by negligence. Neither limit applies to your obligation to pay fees due.

14 Indemnity

You will defend and indemnify us against third-party claims arising from data you connected without the right to do so, from your use of the service in breach of these terms or of the law, or from your breach of a connected platform's own terms. We will tell you promptly about any such claim, let you control the defence, and give you reasonable cooperation at your expense.

15 Changes to these terms

We may update these terms. For a change that materially affects your rights or obligations we will give account owners at least 30 days' notice by email before it takes effect, and if you do not accept it you may terminate before then and receive a refund of the unused portion of your subscription. Continuing to use the service after the effective date means you accept the updated terms. The effective date and version at the top of this page always reflect the current version, and earlier versions are available on request.

16 Governing law and disputes

This agreement is governed by the laws of the State of Florida, United States, without regard to its conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Broward County, Florida have exclusive jurisdiction, and each of us consents to that venue.

Before filing anything, please write to hello@gaingauge.com and give us 30 days to sort it out. Most things are resolvable that way, and either of us may still seek injunctive relief where it is genuinely needed.

17 General

• Neither of us may assign this agreement without the other's consent, except to a successor of substantially the whole business, on notice.
• If any provision is held unenforceable, the rest stands and that provision is narrowed to the minimum extent needed.
• Failing to enforce a term is not a waiver of it.
• Nothing here creates a partnership, joint venture, employment or agency relationship, and there are no third-party beneficiaries.
• Neither of us is liable for a failure caused by something genuinely outside our reasonable control, other than the obligation to pay.
• Notices to us go to the addresses in section 18; notices to you go to the account owner's email address.
• These terms, your order form and the Privacy Policy are the entire agreement between us on this subject, and replace anything said beforehand.

18 Contact

General and contractual questions: hello@gaingauge.com

Privacy questions and data requests: privacy@gaingauge.com

Postal mail: Adaptable Works LLC (GainGauge), 1319 N University Dr, #186, Coral Springs, FL 33071, United States.