Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the ClientGate platform and related services (collectively, the "Service") provided by Adams+ Digital Solutions ("we", "us", "our"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms.

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1. Eligibility and Accounts

The Service is designed for use by businesses and organizations, particularly digital agencies and similar professional service providers ("Agencies"). By using the Service, you represent that you are authorized to act on behalf of your organization and to bind it to these Terms.

You must provide accurate, current, and complete information when creating an account and keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us promptly of any unauthorized access or security breach related to your account.

2. Agency and Client Data

As an Agency, you may upload, store, or process information relating to your own business and to your end clients, including invoices, receipts, domains, and contact details ("Customer Data").

• You retain ownership of Customer Data you submit to the Service.
• You are solely responsible for the accuracy, legality, and content of Customer Data and for obtaining any necessary permissions and consents from your clients.
• We act as a service provider or processor of Customer Data and only process it in accordance with your instructions and applicable law, as described in our Privacy Policy and any separate data processing terms where applicable.

3. Subscription Plans, Billing, and Taxes

Access to certain features or tiers of the Service may require a paid subscription. Plan details, limits, and pricing are described on our website or in your order form.

• Billing – You authorize us and our payment processors to charge all applicable fees, taxes, and charges to your selected payment method on a recurring basis (for example, monthly or yearly) until you cancel in accordance with these Terms.
• Taxes – Fees are exclusive of taxes unless stated otherwise. You are responsible for any applicable VAT, GST, or similar taxes, except for taxes based on our net income.
• Changes – We may modify prices or plan features by providing prior notice. Changes will take effect at the start of your next billing cycle unless otherwise communicated.
• Non-refundable fees – Unless otherwise stated in writing, subscription fees are non-refundable, including for partial periods or unused features.

4. Acceptable Use

You agree not to misuse the Service. In particular, you shall not:

• Use the Service for any unlawful, fraudulent, or harmful purpose.
• Upload or transmit content that is illegal, defamatory, obscene, or infringes any third-party rights.
• Attempt to gain unauthorized access to the Service or related systems or networks.
• Interfere with or disrupt the integrity or performance of the Service.
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except as permitted by law.
• Bypass or attempt to bypass usage limits, plan restrictions, or security controls.

We may suspend or terminate access to the Service if we reasonably believe you have violated these Acceptable Use obligations or otherwise pose a risk to the platform, other customers, or third parties.

5. Intellectual Property

We and our licensors own all rights, title, and interest in and to the Service, including the underlying software, user interface, designs, trademarks, and related intellectual property, except for Customer Data and third-party components identified in the Service.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for your internal business purposes during the term of your subscription.

6. Confidentiality

Each party may have access to information that is confidential or proprietary to the other party ("Confidential Information"). You and we agree to use the other party's Confidential Information only for purposes of providing or receiving the Service and to protect it with reasonable care.

Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, was independently developed, or was lawfully received from a third party without restriction.

7. Warranties and Disclaimers

We aim to provide a reliable and secure platform, but the Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we:

• Disclaim all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Do not guarantee that the Service will be error-free, uninterrupted, or meet your specific requirements.

You are responsible for determining whether the Service is suitable for your intended use and for complying with any legal or regulatory requirements applicable to your business.

8. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or related to the use of or inability to use the Service, even if advised of the possibility of such damages.

To the fullest extent permitted by law, each party's aggregate liability arising out of or related to these Terms will not exceed the total amount of fees paid or payable by you to us for the Service in the twelve (12) months preceding the event giving rise to the claim.

9. Indemnification

You agree to indemnify and hold harmless Adams+ Digital Solutions, its directors, employees, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service in violation of these Terms or applicable law.
• Your Customer Data, including any allegation that it infringes or violates the rights of a third party.

10. Term, Suspension, and Termination

These Terms remain in effect while you have an active account or otherwise use the Service. Either party may terminate for cause if the other party materially breaches these Terms and fails to cure the breach within a reasonable period after receiving written notice.

We may suspend or limit access to the Service immediately if we reasonably believe it is necessary to protect the platform, our customers, or third parties (for example, in cases of suspected fraud, abuse, or security incidents).

Upon termination, your right to access the Service will cease. We may retain or delete Customer Data in accordance with our data retention practices and applicable law. Some provisions of these Terms will survive termination, including those relating to payment obligations, confidentiality, intellectual property, limitations of liability, and indemnification.

11. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them or the Service will be governed by and construed in accordance with the laws of Tanzania, without regard to its conflict of law rules.

The parties agree to attempt to resolve disputes in good faith. If a dispute cannot be resolved informally, it will be submitted to the competent courts located in Tanzania, and the parties consent to the exclusive jurisdiction and venue of such courts.

12. Changes to these Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page. If changes are material, we may provide additional notice (for example, via email or in-app notifications). By continuing to use the Service after changes become effective, you agree to the revised Terms.

13. Contact

If you have questions about these Terms or the Service, you can contact us at:

• Email: support@adamsplusx.com