Unified Legal Center

Document Version: 2.0 (Enterprise Data) • Effective from: January 17, 2026

I-III. SaaS Services Framework Agreement

CHAPTER I. PREAMBLE AND EXTENDED DEFINITIONS

1.1. Legal Nature

This document constitutes a legal, valid, and enforceable agreement between JABBYMARKET S.R.L. (hereinafter referred to as the “Provider” or “Signal”) and any natural or legal person accessing or using the services (hereinafter referred to as the “Beneficiary”, “Client”, or “User”). Use of the Platform implies full, express, and unconditional acceptance of these Terms. If the User does not agree with any of the provisions, they must immediately cease using the Service.

1.2. Contracting Parties

  • PROVIDER: The Company JABBYMARKET S.R.L., a Romanian legal entity, headquartered in Tulcea Municipality, Meduzei St. No. 6, Romania, registered with the ONRC (Trade Register), Tax ID RO 43057663.
  • BENEFICIARY: The natural or legal person identified by the data provided upon account creation. In the case of legal entities, the natural person creating the account declares on their own responsibility that they have the necessary authority to represent and contractually bind the respective legal entity.

1.3. Operational Definitions

  • SaaS (Software as a Service): The software delivery model whereby the application is hosted by the Provider and accessed by the Client via the internet, without requiring local installation.
  • Client Content: All data, information, advertising reports, and materials uploaded or automatically imported via API into the platform by the Client.
  • Aggregated Data: Anonymized statistical data derived from the use of the platform by all clients, which does not identify a specific person or company, used by the Provider for service optimization.
  • Authorized User: An employee or collaborator of the Client who has been granted access to the Account (if multi-user functionality allows).
  • Access Token: Encrypted digital key (OAuth) that allows Signal to communicate with third-party platforms (Meta, Google, TikTok) on behalf of the Client.

CHAPTER II. GRANT OF LICENSE AND INTELLECTUAL PROPERTY RIGHTS

2.1. Right of Use (Limited License)

Subject to full payment of the subscription, the Provider grants the Client a limited, non-exclusive, non-transferable, revocable, and worldwide license to access and use the Signal Platform strictly for the Client's internal business purposes (marketing analysis and reporting), for the duration of the subscription validity.

2.2. Intellectual Property Reservations

The Signal Platform, including but not limited to source code, algorithms, graphic design (UI/UX), databases, logos, technical documentation, and know-how, is the exclusive property of JABBYMARKET S.R.L. and is protected by copyright and intellectual property laws of Romania and international laws. The Client acknowledges that they acquire no ownership rights over the Platform, but only a right of use.

2.3. Usage Restrictions

The Client is strictly prohibited, directly or through intermediaries, from:

  • Copying, modifying, creating derivative works, reverse engineering, decompiling, or attempting to extract the source code of the Platform.
  • Using the service to build a competing product or to copy features and functionalities for commercial purposes.
  • Renting, selling, or offering access to their account to third parties (except for authorized users within their own organization).
  • Using automated scripts, bots, or spiders to access or extract data from the Platform (“Scraping”) without written consent.

CHAPTER III. DESCRIPTION OF SERVICES AND AVAILABILITY LEVEL

3.1. Nature of Service and “Read-Only” Warranty

Signal is a data aggregator utilizing API connections with strict “Read-Only” access. The Provider expressly guarantees that:

  • It will not create, modify, delete, or optimize the Client's advertising campaigns.
  • It will not use the Client's data, audiences, or creatives for promoting its own services or those of third parties.
  • Access tokens are used exclusively for generating visual reports requested by the Client.

3.2. API Dependencies

The Client understands and accepts that the correct functioning of the Service critically depends on APIs provided by third parties (Meta, Google, TikTok). The Provider does not guarantee uninterrupted operation in the event that third-party platforms restrict access.

3.3. Maintenance and SLA

The Service is offered on a “Best Effort” basis. No financial compensation is offered for downtime periods, with the exception of dedicated Enterprise contracts.

IV-V. Financial and Termination Policy

CHAPTER IV. FINANCIAL POLICY (FEES, BILLING, PRICE MODIFICATIONS)

4.1. Fees and Taxes

Prices are those displayed in the Platform at the time of subscription.

  • The pricing unit is “per active Ad Account”.
  • All prices are expressed in EURO and do not include VAT, unless otherwise specified. VAT will apply according to the tax legislation in force at the time of billing.

4.2. Price Modifications

JABBYMARKET S.R.L. reserves the right to modify subscription fees.

  • For active subscriptions: Any price increase will be notified via email at least 30 calendar days before application.
  • If the Client does not agree with the new rate, they have the right to terminate the subscription before the new prices come into effect. Continued use of the service after the modification date constitutes tacit acceptance of the new rate.

4.3. Payment and Billing Policy

  • Payments are made automatically, on a recurring basis, through the payment processor (Stripe).
  • The Client is responsible for keeping billing information and card data updated.
  • In case of payment failure, the Provider will retry debiting according to processor rules. If payment cannot be processed within 5 days, account access will be automatically suspended.

4.4. No Refund Policy and Disputes

Important:

Payments made are non-refundable, including in cases of non-use of the service. The Client expressly waives the right of withdrawal upon service activation, in accordance with exceptions for digital content under OUG 34/2014.

Prohibition of Abusive Chargebacks: The Client undertakes to contact Signal support to resolve any payment-related disputes before initiating a chargeback with the bank. Any unjustified chargeback will result in the permanent suspension of the account and a ban on using JABBYMARKET S.R.L. services in the future.

CHAPTER V. CONTRACT DURATION, SUSPENSION, AND TERMINATION

5.1. Duration

The contract enters into force at the moment of account creation and remains valid for an indefinite period, until terminated by one of the parties.

5.2. Termination by Client

The Client may cancel the subscription at any time. The effect of cancellation occurs at the end of the current billing period (the paid month). No pro-rata refunds are issued for unused days within the current month.

5.3. Termination by Provider (Termination for Cause)

The Provider may suspend or immediately delete the Client's account, without prior notice and without refund, in the following cases:

  • Violation of terms regarding Intellectual Property or Abusive Use.
  • Non-payment of subscription.
  • Use of the platform for illegal, fraudulent, or immoral activities.
  • Attempting to compromise platform security.

5.4. Data Regime after Termination

  • Client access to data is revoked.
  • API access tokens are deleted.
  • Grace Period: Historical data will be retained for 60 days (grace period) to allow account reactivation. After this term, the Provider has the right to irreversibly delete all data associated with the inactive account, without any obligation of further notification.

VI. Data Protection (GDPR)

CHAPTER VI. DATA PROTECTION (GDPR) AND INFORMATION SECURITY

6.1. Roles of Parties (GDPR)

In accordance with EU Regulation 679/2016 (GDPR):

  • The Client acts as Data Controller regarding their end-customers' data viewed through the Platform.
  • JABBYMARKET S.R.L. acts as Data Processor, processing data strictly on behalf of and under the instructions of the Client, for service provision.

6.2. Data Security

The Provider implements appropriate technical and organizational measures (HTTPS encryption, secure token storage, restricted server access) to protect data. However, the Client understands that no data transmission over the internet is 100% secure and assumes the inherent risks.

6.3. Confidentiality

Both parties undertake to maintain the confidentiality of commercial, technical, or financial information (“Confidential Information”) received from the other party and not to disclose it to third parties, except as required by law or necessary for contract execution (e.g., payment processors, cloud providers).

VII-X. Liabilities and Warranties

CHAPTER VII. CLIENT OBLIGATIONS AND WARRANTIES

The Client guarantees and declares that:

  • They hold legal rights to the connected advertising accounts (Meta/Google/TikTok).
  • Use of the service does not violate any applicable law or third-party rights.
  • Data provided upon registration is real, correct, and complete.
  • They will maintain the confidentiality of authentication credentials (user/password) and will immediately notify the Provider in case of unauthorized access.

CHAPTER VIII. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

8.1. “AS IS” Clause

The Service is provided “AS IS” and “AS AVAILABLE”, without any warranty, express or implied. JABBYMARKET S.R.L. EXPRESSLY DISCLAIMS any warranty of merchantability, fitness for a particular purpose, or non-infringement.

8.2. Exclusion of Damages

To the extent permitted by law, JABBYMARKET S.R.L. shall not be liable for:

  • Loss of profit, loss of sales, or business opportunities.
  • Loss or corruption of data.
  • Errors in marketing decisions taken by the Client based on Platform reports.
  • Indirect, incidental, special, or punitive damages.

8.3. Liability Cap

The total cumulative liability of JABBYMARKET S.R.L. towards the Client for any claim arising from this contract, regardless of the nature of the cause (contractual or tortious), SHALL NOT EXCEED the total amount actually paid by the Client to the Provider in the last 3 months preceding the event that generated the damage.

CHAPTER IX. INDEMNIFICATION CLAUSE

The Client agrees to defend, indemnify, and hold harmless JABBYMARKET S.R.L., its associates, administrators, and employees against any claims, damages, obligations, losses, costs, or debts (including legal fees) resulting from:

  • Violation by the Client of any provision of these Terms.
  • Violation by the Client of any third-party right (including copyright or privacy).
  • Any claim that the Client's content or campaigns caused damage to a third party.

CHAPTER X. FORCE MAJEURE

Neither party shall be liable for non-performance of its contractual obligations, if such non-performance on time and/or properly, wholly or partially, is due to a force majeure event. Force majeure includes, but is not limited to: war, revolution, earthquake, flooding, embargo, strikes, major interruptions of the global internet, or massive cyber-attacks (DDoS) that could not be prevented by reasonable measures.

XI-XII. Final Provisions

CHAPTER XI. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. Governing Law

This Contract is governed, interpreted, and executed in accordance with the legislation of Romania.

11.2. Jurisdiction

Any dispute arising from or in connection with this Contract, including regarding its conclusion, execution, or termination, shall be settled amicably. If this is not possible within 30 days of the dispute notification, the dispute shall be settled by the competent courts at the Provider's headquarters (Tulcea, Romania).

CHAPTER XII. FINAL PROVISIONS

12.1. Severability Clause

If any provision of these Terms is deemed invalid or unenforceable by a competent court, the other provisions shall remain in force and produce full effects.

12.2. Entire Agreement

These Terms and Conditions, together with the Privacy Policy, constitute the entire agreement between the parties and supersede any prior agreements, written or verbal.

Operator:

JABBYMARKET S.R.L.

Tax ID:

RO 43057663

Legal Email:

contact@newads.ro

Address:

Meduzei St. No. 6, Tulcea, Romania