Terms of Service

1. Parties and scope

These Terms of Service (the "Terms") govern the use of uplads.com (the "Service"), operated by replient.ai Software GmbH, Derflerstraße 27/1, 4040 Lichtenberg, Austria, FN 671718 x, Regional Court of Linz, VAT ID ATU82948615 ("we", "us", "our"). By creating an account or using the Service you agree to these Terms.

The Service is offered exclusively to businesses (Unternehmer within the meaning of Section 1 of the Austrian Consumer Protection Act, KSchG). By registering you warrant that you are entering into this contract in the course of your business activity and not as a consumer. Consumer protection law, including the Austrian Distance and Off-Premises Business Act (FAGG), therefore does not apply. You must be at least 18 years old.

We record your acceptance so that both sides can show which version was agreed. For these Terms, the privacy policy and the data processing agreement we store the document, its version, the time, where the acceptance happened (signup, Facebook login, invite acceptance, re-acceptance after a change, Stripe checkout), a salted hash of your IP address and your browser identification. The IP address itself is never stored, and the records are never changed or deleted. We keep them for as long as your account exists and afterwards until the limitation period for claims from this contract has run out.

2. The Service

uplads is a bulk ad launch platform: you upload creative assets once and launch, duplicate and manage advertising campaigns across Meta (Facebook and Instagram), TikTok, Google Ads (including YouTube), Snapchat and LinkedIn. The Service talks to the APIs of those platforms on your behalf, using the accounts you connect. It also offers reporting, AI assistance, automated rules and scheduled changes, and an MCP interface for AI clients.

Which platforms and features are available to you depends on your plan and on the rollout state of the platform concerned. We may add, change or discontinue individual features; where a discontinuation materially reduces the agreed scope, you may terminate as set out in Section 14.

3. Account, workspace members and agency use

• You must provide accurate and complete information when creating an account and keep it up to date.
• You are responsible for the security of your login credentials and of any API tokens issued to you.
• You are responsible for all activity that occurs under your account.
• You may invite members into your workspace where your plan allows it. The account owner decides who is invited and with which role, and is responsible for the acts and omissions of those members as for its own.
• If you use the Service to run advertising accounts for your own clients, you warrant that you are authorised to do so, that you may pass on instructions on their behalf, and that you have the necessary legal basis for the data you process through the Service.

4. Conclusion of contract, trial, prices and billing

The contract is concluded when you complete the signup and we activate your account. New accounts start with a free trial of 7 days on the trial scope shown at signup; no payment card is required for it. The trial ends automatically and does not turn into a paid subscription on its own.

Plans are billed as a monthly subscription through our payment provider Stripe. All prices are net prices excluding VAT; VAT is added or the reverse charge procedure is applied depending on your country and VAT status. Payment is due in advance for each billing period. Yearly billing, where offered, is billed in advance for the full year.

The subscription renews automatically for another billing period unless it is cancelled. You can cancel at any time in your account with effect to the end of the current billing period; we do not refund the remaining part of a period that has already been paid. Access to paid features ends when the paid period ends.

We may change prices with at least 30 days notice by email to the address held in your account. If you do not accept the new price you may terminate with effect to the date on which the change would take effect; if you do not terminate by then, the new price applies from that date.

If a payment fails, we may suspend paid features until payment is made. You remain responsible for amounts already due.

5. Lifetime licence

Where we offer a lifetime licence, it is a one-time fee instead of a subscription. Its scope is the plan named at the time of purchase, with the limits of that plan; higher plans, additional ad account slots and AI credits are not included and are purchased separately. A lifetime licence is bound to the account it was bought for and is not transferable.

You may request a full refund within 14 days of purchase by replying to the purchase receipt. After that the fee is non-refundable.

The licence lasts as long as we operate the Service. If we discontinue the Service, we will give at least 12 months notice by email; beyond that notice period there is no claim to a refund of the one-time fee.

6. Your obligations and acceptable use

• You are solely responsible for the content of the ads you create and launch through the Service.
• You must comply with the advertising policies and terms of every platform you connect: Meta, TikTok, Google Ads, Snapchat and LinkedIn. Where you upload video creatives to YouTube through the Service, the YouTube Terms of Service apply in addition.
• You must comply with all applicable advertising, competition and data protection law.
• You must hold the rights to every creative asset you upload and to the content of your ads.
• You are responsible for all advertising spend incurred on your connected ad accounts.
• You must not misuse the Service: no unlawful, deceptive or infringing content, no circumvention of plan limits or rate limits, no automated access outside the interfaces we provide, no attempt to access data of other customers, and no use that endangers the stability of the Service.

If you breach this section we may suspend the affected feature or the account. Where the breach is not serious, we will ask you to remedy it first.

7. AI features and credits

• AI outputs and recommendations may be incomplete or inaccurate. You are responsible for reviewing them before use.
• When you use uplads AI, credits are charged from actual provider token usage under the rate shown in the Service. Pre-action cost figures are estimates, not fixed prices.
• Included trial or plan credits expire at the end of their stated period. Purchased top-up credits do not expire while your account remains active, have no cash value, and are not transferable.
• If you use your own OpenAI or Anthropic API key, the provider bills you directly under your agreement with that provider and no uplads credits are used for those requests.
• You must not submit data to an AI provider unless you have the necessary rights and a lawful basis to process it.

8. Automation, automated rules and autonomous mode

The Service can carry out changes on your ad accounts without a further click from you: automated rules, scheduled budget and status changes, and the autonomous mode of the AI optimizer. Those features are off until you switch them on. When you switch one on, you configure the conditions and the limits, in particular the daily budget cap, and that configuration is your instruction and your authorisation to execute it.

We execute what you configured. We do not review individual automated changes for commercial sense before they are sent, and we are not liable for the advertising result, for the spend an automation causes within the limits you set, or for delays, errors or outages on the side of an advertising platform. Beyond that, we are liable only under Section 13.

You can switch every automation off, pause it, and see what it did in the history at any time. Reviewing that history is part of using the feature.

9. MCP interface and API access

The Service offers an MCP endpoint so that AI clients you choose (for example Claude or ChatGPT) can read from and write to your account. An AI client you connect acts as your agent: what it does through the interface counts as your action and as your instruction, including when it creates, changes or launches something.

Access tokens and OAuth credentials for that interface are secrets. Keep them confidential, do not share them, and revoke them in your account if they may have been exposed. Access is subject to the write and read limits shown in the Service; we may adjust those limits to protect the stability of the platform.

10. Intellectual property

You retain all rights to the creative assets and the ad content you upload. By uploading content, you grant us a non-exclusive, worldwide licence, limited to the term of the contract, to store, process, convert and transmit that content in so far as it is needed to provide the Service, including transmission to the advertising platforms and AI providers you use. We do not claim ownership of your content and do not use it to train our own models.

The Service itself, its software and its documentation remain our property. You receive a non-exclusive, non-transferable right to use it for the term of the contract.

11. Data protection

How we process personal data as controller is described in our privacy policy. Where we process personal data on your behalf, our data processing agreement under Art. 28 GDPR applies in addition. It forms part of these Terms and is concluded together with them; no separate signature is required. On request we provide a signed counterpart. The binding version of that agreement is the German one at uplads.com/de/dpa.

12. Availability and warranty

We operate the Service with the care of a professional provider, but we do not owe a particular level of availability and there is no service level agreement. The Service depends on third-party APIs (Meta, TikTok, Google, Snapchat, LinkedIn) which may change, rate-limit or fail outside our control. We may carry out maintenance and will, where reasonably possible, announce planned maintenance in advance.

Statutory warranty applies. We warrant that the Service substantially provides the features described at the time of the contract; we do not warrant that it is free of every error or that any particular advertising result is achieved.

13. Liability

We are liable without limitation for intent and gross negligence, for personal injury (life, body, health), under the Austrian Product Liability Act (PHG), and where we have assumed a guarantee.

For slight negligence we are liable only for the breach of an obligation that is essential to the proper performance of the contract, and then limited to the damage typical and foreseeable for this kind of contract. Any further liability for slight negligence is excluded, in particular for indirect damage, loss of profit, loss of data beyond the cost of restoring a backup, and consequential damage.

Except for the cases in the first paragraph, our total liability is limited to the fees you paid us for the Service in the 12 months preceding the event giving rise to the claim.

Advertising spend on your connected ad accounts is yours: it is billed by the platform to your account, we never receive it, and we are not liable for it, nor for ad performance or campaign results.

14. Term, termination and deletion

The contract runs for the current billing period and renews automatically as described in Section 4. You can terminate at any time in your account with effect to the end of the current billing period. We may terminate with 30 days notice to the end of a billing period.

Both parties may terminate for cause without notice. Cause on our side includes a serious breach of Section 6 and payment arrears despite a reminder.

After termination, your right to use the Service ends. We delete your account data and your uploaded creatives within 30 days of the end of the contract, unless a statutory retention obligation requires us to keep individual data for longer (in particular invoices, see the privacy policy). Export your data before the contract ends.

15. Changes to these Terms

We may change these Terms with effect for the future. We will announce a change at least 30 days before it takes effect, by email to the address held in your account. If you do not accept the change you may terminate with effect to the date on which it takes effect. If you do not terminate and continue to use the Service after that date, the change applies. We will point out this consequence in the announcement.

16. Language

These Terms and the privacy policy exist in English and German. In case of a discrepancy, the English version prevails. The data processing agreement is the exception: there the German version at uplads.com/de/dpa is the binding one and the English text is a translation.

17. Governing law and jurisdiction

These Terms are governed by Austrian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the court with subject-matter jurisdiction in Linz, Austria.

Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions is not affected.

18. Contact

For questions about these Terms, contact us at:
office@uplads.com