Terms & Conditions

1. Definitions

For the purposes of this Agreement, the following terms have the meanings set out below:

Service: The BakingAds platform developed and operated by Ganko Media, accessible online as Software as a Service (SaaS), including all the features, updates and integrations described in this Agreement.

User: Any natural or legal person accessing the Service and using its features in any capacity, including the Free and subscription plans.

Advertising Platforms: Third-party platforms integrated with the Service for the management of advertising campaigns, including, without limitation, Meta Ads, Google Ads and similar systems.

Customer Data: All data supplied by the User or generated on their behalf in connection with use of the Service, including campaign data, settings, budgets and advertising results.

Automations: Actions automatically performed by the Service at the User’s request or with their prior authorisation, including budget changes, campaign activation or deactivation and bidding strategy optimisation.

Subscription: The paid plan for access to the Service, billed monthly on a recurring basis as agreed between the Parties.

Free Plan: Free access to the Service, available on a trial basis to a limited number of Users selected by Ganko Media, subject to the specific conditions of Article 6.1 of this Agreement.

Social Channels: Social media profiles and accounts connected by the User to the Platform for the purpose of using the Service.

Content: Any text, graphics, audiovisual material or other material uploaded, produced or published by the User through the Service.

2. Background

Ganko Media has developed and made available an online digital service, accessible over the Internet as Software as a Service, named BakingAds (the “Platform” or the “Service”). Using artificial intelligence technologies and automation systems, the Platform enables Users to support and optimise management of their advertising campaigns on Advertising Platforms and to automate operations on their connected Social Channels, including independently managing communications, searching for, producing and publishing Content, and monitoring related performance. Unless otherwise stated, the provisions of this Agreement relating to the Service apply to all features offered by Ganko Media.

The Service is intended exclusively for professional and not personal or amateur use. The User (i) undertakes to use it solely in connection with their professional activities and needs, and therefore (ii) may not be classified as a “consumer” under applicable consumer protection legislation.

Access to the Service is conditional on reading the Agreement in full and expressly accepting it. Any subsequent changes made by Ganko Media to the Agreement will be deemed tacitly accepted by the User if they continue to use the Service. The User accordingly undertakes to consult this section periodically to review any updates.

3. Nature of the Service

The Service is a decision-support and automation system for managing digital advertising campaigns. It provides the User with analytical tools, recommendations and automations intended to optimise advertising activities on connected Advertising Platforms.

The User retains full control of, and responsibility for, all decisions made in connection with use of the Service at all times. Ganko Media acts as a provider of technological tools and does not act as an advertising consultant, campaign manager or person responsible for the User’s strategic decisions. Any action taken through the Service, including Automations, remains subject to the User’s authorisation and sole responsibility.

4. User’s Advertising Responsibility

The User is solely and exclusively responsible for all advertising campaigns managed through the Service, without exception. Such responsibility includes, without limitation:

• defining and managing advertising budgets;
• creating, reviewing and approving advertising Content;
• ensuring that campaigns comply with applicable laws (including advertising, competition, data protection and consumer protection laws) and with the policies of each Advertising Platform;
• monitoring and assessing campaign performance;
• any financial or other consequences arising from advertising campaigns conducted through the Service.

Ganko Media exercises no editorial or strategic control over the User’s campaigns and shall not be liable for their results.

5. Artificial Intelligence, Automations and Limitations

5.1 - Probabilistic Nature of AI Models

The Service uses probabilistic artificial intelligence models to generate recommendations, forecasts and automations. The User acknowledges and accepts that:

• AI models produce outputs based on historical data and statistical patterns and do not guarantee any specific result, including return on advertising spend (ROAS), profit levels, conversion volumes or any other performance metric;
• Service recommendations are indicative only and do not constitute professional financial, legal or strategic advice;
• actual advertising campaign results depend on multiple unpredictable factors, including user behaviour, market conditions, Advertising Platform policies and Content quality, over which Ganko Media has no control.

5.2 - Risks Associated with Enabling Automations

By enabling the Automations available within the Service, the User expressly authorises the Service to perform certain actions on advertising campaigns automatically, including changing budgets, activating or deactivating campaigns, modifying bidding strategies and adjusting targeting parameters.

The User acknowledges and agrees that:

• Automations are performed on the basis of instructions and intervention thresholds set by the User; the User is therefore responsible for configuring them correctly and monitoring their operation;
• Ganko Media shall not be liable for financial or operational consequences arising from the execution of Automations, including unwanted budget changes or unexpected performance;
• the User may disable Automations at any time through the Service settings; disabling them will not retroactively affect actions already performed.

6. Service Access Plans

6.1 - Free Plan (Free Access)

During an initial stage, Ganko Media makes the Service available free of charge (the “Free Plan”) to a limited, selected number of Users for the purpose of testing and evaluating the Platform.

The Free Plan is subject to the following specific conditions:

• Free access is granted at Ganko Media’s sole discretion; Ganko Media reserves the right to select, limit or revoke access at any time without having to state reasons and without creating any right to compensation for the User;
• the Free Plan may have functional restrictions compared with paid versions of the Service, including the number of campaigns that can be managed, data volumes that can be processed, available Automation features and other parameters communicated by Ganko Media from time to time;
• Ganko Media does not guarantee continuous availability of the Service under the Free Plan or retention of the User’s data beyond the period specified by Ganko Media;
• all provisions of this Agreement apply in full to Free Plan Users, except payment and Subscription provisions, which do not apply where no fee has been agreed;
• at the end of the Free period, Ganko Media may offer the User conversion to a paid plan. If the User does not convert, access to the Service will be suspended and the User’s data may be deleted in accordance with Article 13 of this Agreement.

6.2 - Subscription Plan

Continued access to the Service outside the Free Plan requires a subscription plan with recurring monthly billing (the “Subscription”), on the terms and at the prices agreed in writing between the Parties.

The specific financial terms of the Subscription, including the amount, billing frequency and payment methods, are set out in the commercial offer accepted by the User or in a separate written agreement between the Parties, which supplements this Agreement.

The User acknowledges and agrees that:

• the Subscription renews automatically at the end of each monthly period unless cancelled by written notice to Ganko Media at least 30 (thirty) days before the renewal date;
• failure to use the Service does not entitle the User to any full or partial refund of the Subscription for the unused period, and the User hereby waives any claim to that effect;
• in the event of non-payment, Ganko Media reserves the right to suspend access to the Service until all amounts due have been paid, after giving notice, including by email; if the breach is not remedied within 30 (thirty) days of the relevant demand, Ganko Media may terminate the Agreement;
• the Subscription fee may change upon renewal; Ganko Media will notify the User in good time, including by email, with adequate advance notice. Unless cancellation is given within the deadline specified in the notice, the updated fee will be payable in full from the next renewal.

6.3 - Trial Period

Unless otherwise agreed in writing by the Parties, Users subscribing to a Subscription are entitled to a free trial period (the “Trial”) of 14 (fourteen) days from initial activation, during which they may terminate the Agreement freely without incurring costs. If the Trial expires without cancellation, the Subscription fee becomes payable for the entire selected period.

7. Terms of Use of the Service

7.1 - Licence to Use

Upon entering into this Agreement and, where applicable, full and timely payment of the Subscription, Ganko Media grants the User a limited, personal and non-exclusive licence to access and use the Service through the Platform.

7.2 - Access to the Service

Access to the Service is through authentication credentials provided by Ganko Media to the User. The User is solely responsible for their safekeeping and use. In particular, the User undertakes to keep access credentials (username and password) confidential and promptly notify Ganko Media of any unauthorised access or security breach affecting their account.

The User may authorise their employees and/or collaborators to use the Platform; the User remains solely responsible for their conduct and shall hold Ganko Media harmless against any adverse consequences arising from their use of the Service.

The User undertakes, also on behalf of employees and/or collaborators, to:

• change the password at least every six months;
• always provide truthful, current and complete information and contact details;
• notify Ganko Media without delay of any unauthorised use of the Service or breach of the security measures adopted.

The User is expressly prohibited from:

• circumventing or compromising authentication and Service access mechanisms, including through hacking or other unlawful means;
• attempting to decompile, disassemble or identify the source code or algorithms underlying the Service;
• modifying or creating derivative works from any component of the Service;
• using automated tools to extract, replicate or monitor Platform content beyond what is permitted by the Service features;
• conducting vulnerability testing or security analyses of the Service without Ganko Media’s prior written authorisation;
• using the Service for unlawful purposes or purposes otherwise prohibited by this Agreement or applicable law.

7.3 - User Content and Materials

The User is solely and exclusively responsible for all materials uploaded, produced or published through the Service, including text, images, videos, logos and any other Content used in advertising campaigns or on Social Channels.

Ganko Media disclaims all liability regarding User Content and shall not be liable for damage directly or indirectly caused by its use. Ganko Media reserves the right to suspend access to the Service if the User’s Content breaches this Agreement or applicable law.

8. Third Parties and Advertising Platforms

The proper functioning of the Service depends on third-party infrastructure, including Advertising Platforms (such as Meta Ads, Google Ads and others) and other technology providers. The User acknowledges and agrees that:

• there is no agreement between Ganko Media and the Advertising Platforms or other third parties whose services are necessary for or integrated into the Service;
• Advertising Platforms and other third-party providers may modify, suspend or discontinue their APIs or features at any time, potentially causing significant effects on the operation of the Service; Ganko Media does not guarantee uninterrupted availability of the Service and shall not be liable for interruptions arising from such changes;
• the User must independently comply with the terms of use of the Advertising Platforms connected to the Service, including the advertising policies of Meta, Google and LinkedIn;
• use and transfer of information received through Google APIs will comply with the Google API Services User Data Policy, including Limited Use requirements; User data will not be shared to train third-party artificial intelligence models. In any case, the User is solely responsible for entering into agreements with the Platforms they intend to use and, in particular, guarantees Ganko Media full compliance with applicable Data Protection Law (as defined below);
• if third parties modify, suspend or discontinue their features, Ganko Media may consequently modify, suspend or discontinue access to those features within the Service, without prior notice or any obligation to refund unused periods resulting from such changes.

9. Account Suspension

Ganko Media reserves the right to suspend or deactivate the User’s account, with or without notice, in the following cases:

• breach of one or more provisions of this Agreement;
• fraudulent or abusive use of the Service, or use contrary to the purposes for which it was designed;
• conduct exposing Ganko Media or third parties to legal, reputational or security risks;
• failure to pay the Subscription by the applicable deadline;
• requests by competent authorities or obligations under applicable law.

If the account is suspended for breach of this Agreement, the User will not be entitled to a refund for the remaining Subscription period. Ganko Media will permanently terminate the Agreement if the reason for suspension is not remedied within the period notified, without prejudice to any other rights, including damages.

10. Intellectual and Industrial Property

“Intellectual Property Rights” means all intellectual and industrial property rights, including copyright, trademarks, patents, designs, trade secrets and know-how.

Intellectual Property Rights relating to the Service, the Platform and all technological components developed by Ganko Media are exclusively owned by Ganko Media.

Customer Data and Intellectual Property Rights in inputs entered by the User into the Platform remain the User’s property; the User grants Ganko Media a limited licence solely to generate the requested results and features. Such data may be used by Ganko Media only in aggregated and anonymised form (for example, to improve the Service or produce industry analyses), where an individual User’s contribution can no longer be identified.

Subject to full and timely payment of the Subscription, Ganko Media grants the User a non-exclusive, perpetual, worldwide licence to the Intellectual Property Rights in Content generated through the Service, including for promotional or advertising purposes.

11. Limitation of Ganko Media’s Liability

11.1 - General Exclusion

Except in cases of wilful misconduct or gross negligence, Ganko Media is exempt from liability in connection with provision of the Service and availability of Content, as well as their use and any loss of data.

In particular, Ganko Media shall not be liable for:

• financial losses, advertising inefficiencies or lost profits arising from use of the Service or execution of Automations;
• errors, delays or interruptions attributable to Advertising Platforms or other third-party providers;
• results of advertising campaigns managed through the Service, including ROAS, acquisition costs or conversion volumes;
• damage arising from decisions made by the User on the basis of recommendations generated by the Service;
• loss or alteration of Customer Data following cyberattacks, technical failures or force majeure events.

11.2 - Indirect Damage

Ganko Media shall under no circumstances be liable to the User or third parties for indirect, consequential or incidental damage, including lost profits, data loss, loss of customers or interruption of business, even if Ganko Media has been informed of the possibility of such damage.

11.3 - Malfunctions and Service Disruptions

Ganko Media shall not be liable for disruptions or interruptions of the Service caused by force majeure, malfunctioning third-party infrastructure (including connectivity providers, data centres and Advertising Platforms), or events beyond its reasonable control. Platform updates are carried out at Ganko Media’s sole discretion; where possible, the User will be notified in advance.

12. Ownership and Use of Data

The User retains full ownership of their Customer Data. Ganko Media makes no claim of ownership over such data.

Ganko Media is authorised to use Customer Data solely for the following purposes:

• providing and improving the Service, including developing and refining artificial intelligence models and Automation features, solely in aggregated and anonymised form;
• fulfilling applicable contractual and legal obligations;
• producing aggregated industry statistics and analyses in which individual Users cannot be identified.

Customer Data will not be transferred, sold or shared with third parties for those parties’ own commercial or advertising purposes. Ganko Media adopts appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss or unlawful disclosure.

In performing this Agreement, the Customer may provide Ganko Media with personal data for which the Customer is the controller under the Swiss Federal Act on Data Protection of 25 September 2020 (FADP; SR 235.1) and, where applicable, Regulation (EU) 2016/679 (GDPR). To the extent that Ganko Media processes such personal data on behalf of and on the instructions of the Customer, Ganko Media acts as processor under Article 9 FADP and, where applicable, Article 28 GDPR.

By accepting this Agreement, the Customer formally entrusts Ganko Media with processing personal data strictly necessary to provide the Service, within the limits and under the conditions set out in the Data Processing Agreement (DPA) and applicable Data Protection Law.

The terms of processing, including the security measures adopted and the Parties’ rights and obligations concerning data protection, are governed by the Data Processing Agreement (“DPA”).

13. Term of Agreement and Data Deletion

The term of this Agreement corresponds to the active access plan (Free Plan or Subscription) and it takes effect on the date of activation or renewal of that plan.

Without prejudice to other provisions of this Agreement, once 180 (one hundred and eighty) days have elapsed from expiry or termination of the Agreement for any reason, Ganko Media may permanently delete the data stored in the Service on behalf of the User. During that period, the User’s data remains accessible through the normal Service features.

The User may request early deletion of their data at any time; Ganko Media will then have 180 (one hundred and eighty) days to complete the operation. Ganko Media cannot guarantee that deletion of individual data will automatically remove analyses performed in aggregated form, where an individual User’s contribution can no longer be distinguished.

14. Processing of Personal Data

“Data Protection Law” means the Swiss Federal Act on Data Protection of 25 September 2020 (FADP; SR 235.1), the Data Protection Ordinance of 31 August 2022 (DPO; SR 235.11), Regulation (EU) 2016/679 (GDPR) where applicable, and any other applicable personal data protection provisions, including requirements and decisions of the competent supervisory authorities, including the Federal Data Protection and Information Commissioner (FDPIC).

The Parties mutually represent and warrant that all personal data processed when carrying out the activities contemplated by this Agreement will be collected and processed in full compliance with Data Protection Law.

Under Data Protection Law, the Parties undertake, informing each other where necessary, to process personal data acquired in connection with this Agreement, including data relating to staff, collaborators and third parties, lawfully, proportionately and transparently, for contractual, operational, administrative and applicable legal compliance purposes. The provision of data necessary for these purposes may be essential to performance of the Agreement. The Parties shall adopt appropriate technical and organisational measures and ensure that data subjects can exercise their rights under Data Protection Law, including, where applicable, rights of access, rectification, erasure and objection to processing.

For more information about the processing activities carried out by Ganko Media, please refer to the Privacy Notice.

15. General Provisions

15.1 - Aggregated Data

Ganko Media owns all Intellectual Property Rights relating to statistical information, data and analyses produced in aggregated form through use of the Service. The Customer expressly authorises Ganko Media to use them to improve Service features, for informational and statistical purposes and to promote its business, always in aggregated and anonymised form.

15.2 - Communications and Marketing

The User authorises Ganko Media to use their name and logo in presentations, marketing materials, customer lists and financial reports. Any use by the User of Ganko Media’s name, logo or distinctive signs is subject to Ganko Media’s prior written authorisation.

15.3 - Assignment of the Agreement

The User hereby authorises Ganko Media to assign or transfer to third parties the rights and obligations arising from this Agreement. The User may not assign the Agreement to third parties without Ganko Media’s prior written consent.

15.4 - Amendments to the Agreement

Ganko Media may amend this Agreement unilaterally. The User’s acceptance of the amendments will be established by continuing to use the Service after their communication. If the User does not wish to accept the amendments, they must promptly inform Ganko Media; the Parties will agree on arrangements for continuing or ending their contractual relationship.

15.5 - Taxes and Charges

Any taxes or fiscal charges arising from performance of this Agreement, including any taxes on advertising activities, shall be borne exclusively by the User.

15.6 - Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding conflict-of-law rules, to the extent permitted by mandatory applicable provisions. The Parties expressly agree that any dispute relating to the validity, effectiveness, interpretation or performance of this Agreement shall fall within the exclusive jurisdiction of the competent ordinary courts of Lugano, Switzerland, without prejudice to any mandatory statutory jurisdiction.

15.7 - Final Provisions

Without prejudice to any separate agreements entered into by the Parties, this Agreement supersedes and replaces all previous agreements, arrangements or negotiations, whether written or oral, between the Parties concerning the same subject matter.

A Party’s failure to exercise a right under this Agreement promptly shall not be construed as a tacit waiver of that right or prevent that Party from subsequently requiring strict compliance with all contractual provisions.

If one or more provisions of this Agreement are declared void or unenforceable by the competent authority, the remaining provisions will continue to bind the Parties in full, and the Parties undertake to identify the most appropriate wording to replace the affected provisions.