Terms of Service

These Terms of Service (the "Terms") govern the access to and use of the AgencyIQ platform (the "Platform") and related services (together, the "Service") offered by 99MINDS SAS, a société par actions simplifiée with share capital of €1,020, registered with the Paris Trade and Companies Register under number 102 816 337, whose registered office is at 200 Rue de la Croix Nivert, 75015 Paris, France ("99MINDS", "we", "us").

The Service is exclusively intended for professional use by businesses (B2B), including advertising agencies and in-house marketing teams. It is not intended for consumers within the meaning of the French Consumer Code (Code de la consommation).

By subscribing to the Service, creating an account, or using the Platform, the customer (the "Customer") expressly accepts these Terms without reservation. These Terms together with the order form, subscription summary or any specific conditions agreed in writing constitute the entire agreement between the parties (the "Agreement").

• "Customer" means the legal entity that subscribes to the Service on its own behalf or on behalf of its Authorised Users.
• "Authorised User" means any natural person authorised by the Customer to access the Platform under the Customer's subscription, such as an employee, contractor, or agent.
• "Customer Data" means all data, content, reports, campaign information and other materials that the Customer or its Authorised Users submit to, upload to, or generate through the Platform.
• "Subscription" means the paid plan selected by the Customer that determines the features, usage limits and fees applicable to the Service.
• "Subscription Term" means the monthly period during which the Customer is entitled to access the Service, renewable as set out in Article 9.
• "Documentation" means the user guides, FAQs and technical materials published by 99MINDS on the Website or within the Platform.

Access to the Service requires a Subscription. Customers may subscribe following a demonstration (demo) via our self-serve process. The person creating the account warrants that they have the authority to bind the Customer to these Terms.

The Customer is responsible for ensuring that each Authorised User's credentials are kept confidential, that credentials are not shared, and that the Platform is used in accordance with these Terms and the Acceptable Use Policy.

The Customer shall promptly notify 99MINDS of any actual or suspected unauthorised access to its account at security@agency-iq.io.

The Service provides Customers with an AI-native campaign intelligence platform including, as applicable and subject to the Subscription tier, features for automated campaign reporting, cross-platform optimisation, delivery alerts, ad inventory insights, and landing page optimisation support.

99MINDS reserves the right to modify, enhance, restrict or discontinue any feature of the Service at any time. Material adverse changes affecting the Customer's Subscription will be notified at least thirty (30) days in advance, giving the Customer the right to terminate the Agreement under Article 9.3.

The Service is provided on a software-as-a-service (SaaS) basis. The Customer does not acquire any ownership interest in the Platform or its components.

Subscription fees are those displayed on the Website or set out in the Customer's Subscription order at the time of subscription. All fees are quoted in euros (EUR) and are exclusive of VAT and any other applicable taxes, which will be added at the applicable rate.

Subscriptions are billed monthly in advance. Payment is made by credit or debit card through our payment processor, Stripe. By providing payment card details, the Customer authorises 99MINDS (through Stripe) to charge the applicable fees to the card for each renewal period.

In case of failed payment, 99MINDS will retry the payment and notify the Customer. If payment has not been received within fifteen (15) days of the due date, 99MINDS may suspend access to the Service without prejudice to the collection of amounts due.

In accordance with Article L.441-10 of the French Commercial Code, any payment not received by its due date will give rise, without prior notice, to late-payment interest at three (3) times the French statutory interest rate, as well as a fixed recovery fee of forty euros (€40) per invoice, without prejudice to any additional recovery costs.

99MINDS may adjust Subscription fees. Any change to the fees applicable to a Customer's plan will be notified by email at least thirty (30) days before it takes effect. If the Customer does not accept the change, the Customer may terminate the Agreement before the effective date; otherwise, the new fees will apply as of the next renewal.

The Customer is responsible for ensuring that its Authorised Users comply with the Acceptable Use Policy. 99MINDS may suspend access in case of serious breach, in accordance with Article 10.

99MINDS may suspend access to the Service without prior notice in the following cases: (a) serious security risk (ongoing attack, credential compromise); (b) activity that violates the Acceptable Use Policy; (c) injunction of a competent authority; (d) persistent non-payment under Article 5.

99MINDS will use reasonable efforts to notify the Customer as soon as possible following a suspension and to limit the suspension to what is necessary to address the cause.

The Service is provided on a best-efforts basis. 99MINDS does not commit to a specific service-level agreement (SLA) for uptime, response time, or availability, nor to any service credits. 99MINDS will nevertheless use reasonable efforts to keep the Service available and to restore it promptly after any incident.

Support is provided via chat and email in French and English, during business hours (Monday to Friday, 9am–6pm Central European Time, excluding French public holidays). 99MINDS may in its discretion offer extended support hours or enterprise support.

Scheduled maintenance may cause temporary unavailability of the Service. Where possible, 99MINDS will provide advance notice.

The Platform produces outputs using artificial intelligence, including large language models. Such outputs are generated probabilistically from inputs and training data and may contain inaccuracies, omissions or errors. The Customer acknowledges that AI outputs are advisory only and must be reviewed by appropriately qualified personnel before being used for business decisions.

99MINDS does not warrant that AI outputs are accurate, complete, suitable for any particular purpose, or free of bias. The Customer remains solely responsible for decisions it takes on the basis of AI outputs.

99MINDS warrants that it will provide the Service with the reasonable skill and care expected of a professional SaaS provider. Except for this warranty and any warranties that cannot be excluded by law, the Service is provided "as is" and 99MINDS disclaims all other express or implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct (faute dolosive), gross negligence (faute lourde), personal injury, or breach of essential obligations within the meaning of French law.

Subject to the foregoing, to the maximum extent permitted by law:

• Neither party shall be liable for indirect or consequential damages, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, or loss or corruption of data, whether in contract, tort or otherwise.
• Total liability of 99MINDS under or in connection with the Agreement, from all causes of action combined, shall not exceed the total fees paid by the Customer to 99MINDS in the twelve (12) months preceding the event giving rise to the liability, or €1,000 if no fees have been paid.

The Customer acknowledges that the liability allocation set out above is reasonable in light of the fees paid for the Service and the nature of the Service.

The Customer shall indemnify, defend and hold harmless 99MINDS and its personnel against any third-party claim, action, demand or proceeding, and the associated damages, costs and expenses (including reasonable legal fees), arising out of or in connection with: (a) Customer Data; (b) the Customer's breach of these Terms or the Acceptable Use Policy; (c) the Customer's infringement of third-party rights; (d) the Customer's use of AI outputs in violation of applicable law.

Each party undertakes to keep confidential any non-public information received from the other party that is identified as confidential or that by its nature is confidential ("Confidential Information"), and to use it solely for the performance of the Agreement. Confidential Information includes the technical, commercial, and financial information of each party, as well as Customer Data.

Confidentiality obligations survive termination of the Agreement for a period of three (3) years. They do not apply to information that is or becomes public without breach, that was already lawfully known, that is received from a third party without confidentiality obligation, or that is required to be disclosed by law or court order.

Neither party shall be liable for any failure or delay in performance caused by a force majeure event within the meaning of Article 1218 of the French Civil Code, including but not limited to war, terrorist acts, epidemics or pandemics, natural disasters, major outages of third-party internet infrastructure, acts of public authorities, or industrial action outside the affected party's reasonable control.

The Customer may not assign or transfer the Agreement, in whole or in part, without the prior written consent of 99MINDS. 99MINDS may assign the Agreement to any affiliate or to an acquirer in the context of a corporate transaction.

99MINDS may modify these Terms from time to time. The Customer will be notified of material modifications at least thirty (30) days before they take effect, by email or in-product notice. If the Customer does not accept the modifications, the Customer may terminate the Agreement before the effective date; otherwise, the modified Terms will apply as of the next renewal.

The Agreement is governed by French law, without regard to conflict-of-laws rules. The parties shall first attempt to resolve any dispute amicably.

In the absence of an amicable resolution, any dispute arising out of or in connection with the Agreement shall fall within the exclusive jurisdiction of the competent courts of Paris, France, including in case of multiple defendants, warranty claims, or summary proceedings.

The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior understanding. Any tolerance by 99MINDS of a breach by the Customer shall not be construed as a waiver of its rights. If any provision is held invalid or unenforceable, the remaining provisions shall remain in force. Notices to 99MINDS shall be sent to legal@agency-iq.io; notices to the Customer shall be sent to the administrator email address associated with the account.