Terms of service

In plain words

Adella is for businesses. By creating a workspace you confirm you are acting for a business and may bind it to these terms.

You own your data. We handle it only to provide the service. Nothing in your connected accounts is changed without a named person in your workspace approving the change.

Adella finds, prices and explains; you decide. Findings, estimates and drafts are information, not advice and not a promise of results. The service is provided as it is.

Report is free for as long as you want it. Paid levels are billed monthly, in advance, and renew until you cancel. Cancel any time; the level runs to the end of the period you paid for. Fees are not refunded.

Products marked beta are supplied as they are and change monthly.

Our liability to you is capped at what you paid us in the twelve months before the claim. Disputes go to individual arbitration in Texas, and any claim must be brought within one year.

1. The agreement

These terms are a contract between the business you represent ("you", "the customer") and CPK Ventures LLC, doing business as Adella, Cedar Park, Texas, United States ("Adella", "we"). You accept them by creating an Adella account, by signing an order form that refers to them, or by using the service. If you do not agree, do not use Adella.

You confirm that you are at least 18, that you are using Adella for business purposes and not as a consumer, and that you have the authority to bind the business you sign up for. Consumer protection laws written for individuals buying for personal use do not apply to this agreement.

The Privacy Policy, the Acceptable Use Policy and, where it applies, the Data Processing Addendum are part of these terms. An order form signed by both parties takes priority over these terms where the two differ. No terms on a purchase order or in a vendor portal apply, even if we acknowledge the document.

2. Words used in these terms

Service: adella.com, the application, and the Adella apps: Adella Insight, Adella Strategist, Adella Creative Lab, Adella Account Manager and Adella CRM, at whatever level you are on.
Workspace: the space Adella creates for your business or agency. On the agency path, a workspace contains a separate client workspace for each managed account.
Connected account: an advertising account, analytics property, store, email marketing account, mailbox or calendar that a user authorizes Adella to read, and where enabled to change.
Customer Data: everything that reaches Adella from your connected accounts, everything you and your users enter, and everything Adella produces for your workspace from it.
Output: findings, prices, forecasts, plans, drafts, reports and every other thing the service produces for you, whether by Adella's own models, by outside AI models or by rules.
Approver: a user in your workspace with the right to approve a change to a connected account.
Level: Report, Insight, Strategy or Automation, as described on the pricing page. Adella CRM is priced per seat outside the levels.
Beta: a product or feature marked beta on the site or in the application.

3. Your account and your users

You are responsible for the people you add to your workspace, for everything done in it under any of your users' sign-ins, and for keeping sign-in details confidential. Tell us at once if you believe an account has been used without permission. You set each user's role and which clients they can see; those permissions, not Adella, decide who can see and approve what.

Each user must be a real person with their own sign-in. Sharing one sign-in between people is not allowed, because the approval record depends on knowing who approved what. We may ask you to verify your identity or your authority over a business or an account at any time, and may suspend access until you do.

4. Connected accounts and the platforms behind them

You may connect an account only if you own it or have the owner's authority to connect it and, where you turn on write access, to let changes be applied to it. On the agency path this means you have each client's authority for their accounts, and you are responsible to your clients for what you approve. You are responsible for keeping that authority current and for disconnecting an account when it ends.

Each platform's own terms apply to your use of that platform and to Adella's access to it on your behalf. The platforms are not under our control. We are not responsible for anything a platform does or fails to do, including a platform suspending, restricting, reviewing or closing an account, rejecting an ad, enforcing a policy, charging you, changing its data, or changing or withdrawing an interface Adella depends on. Where that stops a feature working we tell you; it is not a breach of these terms and it does not entitle you to a refund.

Adella reads connected accounts on a nightly schedule and more often where a feature needs it. We do not store your platform passwords; connections use each platform's own authorization and can be revoked at any time. You keep your own direct access to every platform and remain responsible for your accounts on them.

5. Output, recommendations and approvals

Adella finds problems in your accounts, prices them from your own orders, explains them and proposes changes. Output is information to help you decide. It is not a promise that a change will produce a particular result, and it is not financial, legal, tax, accounting or other professional advice. Parts of the Output are produced by AI models and can be incomplete or wrong; every figure is taken from your data, but the data may itself be incomplete or wrong. You are responsible for reviewing Output before you rely on it.

No change is applied to a connected account unless an Approver in your workspace approves it. On the Automation level you may set which kinds of change can be applied without a review of each one; those settings are your instruction to us, and every change applied under them is treated as approved by the person who set the rule. Some kinds of change are never applied automatically, and the application says which.

Every approval is your decision. You are responsible for the changes you approve and for the rules you set, including the advertising spend, the lost sales, the platform charges and every other consequence that follows from them. Where a change produces a result different from the one predicted, that difference is recorded; it is not a breach of these terms and it is not a basis for a claim.

Adella produces drafts of ads, replies and documents when you ask. You are responsible for reviewing a draft before you use it and for its truthfulness and its compliance with the laws, the industry rules and the platform rules that apply to you. Creative Lab's compliance gate is a help, not a guarantee, and does not transfer that responsibility to us.

6. Availability and changes to the service

We aim to keep the service available 99.5% of the time each month, excluding planned maintenance, which we announce in advance, and causes outside our control. That is a target, not a guarantee. We do not offer service credits or any other remedy for downtime unless an order form says so.

The accuracy of what Adella finds depends on the accuracy and completeness of your connected accounts and of what your users enter. A store with missing cost-of-goods figures gives a profit figure that is missing the same thing. We show you where the data is incomplete; we cannot fill it in and we are not responsible for Output built on incomplete or incorrect data.

We may change the service, add and remove features, and change how a feature works at any time. Where a change removes something you rely on at a paid level, we give you at least 30 days' notice, and your remedy is to cancel before the change takes effect. We may discontinue the service altogether on 90 days' notice, in which case we refund any fees you have paid for the period after it ends.

7. Beta products

A product or feature marked beta is supplied as it is, for you to try. It may change monthly, it may have faults, it may lose data, and we may change or withdraw it at any time without notice. We tell you when a beta product leaves beta and what it costs from then on; until then it is included with your level, or available by request, as the site says. A beta product carries no warranty of any kind and no availability target, and our liability for it is limited as in section 16.

8. Fees and payment

Report is free for as long as you want it, with the limits shown on the pricing page. The paid levels are priced per business, per month, as shown on the pricing page at the time you buy. Agencies pay per managed account at the steps shown there. Adella CRM is priced per seat.

Fees are billed monthly in advance by card through Stripe, in US dollars, on the day you upgrade and on the same day each month after that. Your level renews automatically each month until you cancel. You authorize us to charge the card you give us for every amount due. Prices exclude sales tax, VAT and similar taxes, which are added where they apply; you are responsible for them. If a payment fails we retry and tell you. If it still fails after 7 days, your workspace goes to read-only until it is paid: findings are kept, nothing is lost, and no change is applied. If an amount is more than 30 days overdue we may close the workspace, and you remain liable for the amount and for our reasonable costs of collecting it.

If you believe an invoice is wrong, tell us within 30 days of its date; after that the invoice is accepted. Fees are not refundable except where section 6 or section 17 says so.

We may change prices with at least 30 days notice by email. A change takes effect at your next billing date after the notice period. If you do not want to pay the new price, cancel before then.

An annual contract, where offered, is set out in an order form. Its fees are payable as the order form says, are not refundable, and renew as the order form says.

9. Cancellation and refunds

You can cancel a paid level at any time from the billing page. The level runs to the end of the period you have paid for, then your workspace returns to Report. We do not refund fees for any period, used or unused, except where these terms say otherwise or where the law requires it.

You can close a workspace at any time. What happens to your data is described in the Privacy Policy. It is your responsibility to export what you need before you close it; we are not responsible for data that is deleted after closure as the Privacy Policy describes.

10. Your data

Customer Data is yours. You give Adella a worldwide, royalty-free license to host, copy, read, process, transmit and produce Output from it, for the purpose of providing the service to you, for keeping the service secure and for meeting our legal obligations. The license ends when the data is removed.

You are responsible for having the right to give Adella the Customer Data you give it, including the right to let Adella read the personal data of your own customers in a connected store and of the people you correspond with in a connected mailbox, and for the notices to and consents from those people that the law requires of you. The Data Processing Addendum sets out our obligations as your processor.

We may use data that has been aggregated and stripped of anything that identifies you, your customers or your accounts to operate, improve and promote the service, including the checks Adella runs and the benchmarks it compares against. We do not use Customer Data to train general-purpose AI models.

Output produced for your workspace is yours to use. We keep every right to the software, the models, the checks, the methods and the benchmarks that produced it, and we may produce the same or similar Output for other customers from their data.

You are responsible for keeping copies of anything you need. The service is not a backup or archive of your platforms' data.

11. Acceptable use

You may not use Adella to break the law, to break the terms of a connected platform, to send unsolicited messages, to interfere with the service or other customers, to reverse-engineer the software or the models, to resell access without an agreement with us, or to connect an account you have no authority over. The Acceptable Use Policy has the full list. We may suspend a workspace, a user or a connection at once if we believe it breaks the policy, and we tell you when we do.

12. Our property, and your feedback

The service, the software, Adella's models, the checks, the benchmarks, the documentation and the Adella names, logos and marks belong to Adella and its licensors and are protected by copyright, trade mark and trade secret law. These terms give you a limited, non-exclusive, non-transferable right to use the service during the term for your own business. No other right is given, by implication or otherwise.

If you give us feedback or suggestions, we may use them for any purpose without obligation or payment to you.

13. Confidentiality

Each of us will keep the other's confidential information confidential and use it only for the purposes of this agreement. Customer Data is your confidential information. Our pricing on an order form, our security pack, the way the service works and anything marked confidential is ours. The duty does not cover information that is public, already known, independently developed, or that the law requires to be disclosed; in that last case we tell you first where we can. The duty lasts for three years after the agreement ends, and for trade secrets for as long as they remain trade secrets.

14. Third-party services

Adella depends on services we do not control: the platforms you connect, our hosting and AI providers, and Stripe for payment. We choose them with care and bind them by contract, but we are not responsible for their failures, changes or terms. Where you use a third-party service directly, your agreement is with them.

15. No warranty

The service, every beta product and all Output are provided as they are and as available, with all faults. To the fullest extent the law allows, Adella makes no warranty of any kind, express, implied or statutory, and disclaims every implied warranty, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any warranty arising from course of dealing or usage of trade.

Without limiting that, Adella does not warrant that the service will be uninterrupted, timely, secure or free of faults; that it will find every problem in an account; that any finding, price, forecast, plan or draft will be accurate, complete or lawful; that any change will produce any particular result; or that any platform will accept or keep any change. Nothing you read on the website, in the documentation or in Output is a warranty.

Your sole remedy for dissatisfaction with the service is to stop using it and cancel.

16. Limitation of liability

To the fullest extent the law allows, Adella and its owners, officers, employees, contractors and suppliers are not liable to you under or in connection with this agreement, however the claim arises and whether in contract, tort (including negligence), misrepresentation, under statute or otherwise, for: lost profit, lost revenue, lost sales, lost business, lost goodwill, lost or corrupted data, wasted or misdirected advertising spend, charges imposed by a platform, the cost of substitute services, or any indirect, incidental, special, consequential, exemplary or punitive loss, even if we were told it was possible.

Adella's total liability under or in connection with this agreement, for all claims together, is limited to the fees you paid us for the service in the twelve months before the event that gave rise to the first claim. For a customer who has paid no fees, that amount is one hundred US dollars. These limits apply to every claim, including claims under the Data Processing Addendum and under section 17, and they apply even if a remedy fails of its essential purpose.

Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, or for anything that cannot be limited by law. These limits do not apply to your obligation to pay fees or to your obligations under sections 11, 12 and 17.

You agree that these limits are a reasonable allocation of risk, that the fees reflect them, and that Adella would not provide the service without them.

17. Indemnity

You will defend, indemnify and hold harmless Adella and its owners, officers, employees and contractors against every claim, loss, liability, damage, cost and expense, including reasonable legal fees, arising from or connected with: your Customer Data; a connected account you had no authority to connect or to change; a change you approved or a rule you set; Output you used or published; your users; your breach of these terms, the Acceptable Use Policy or the law; and any claim by your client or your customer.

Adella will defend you against a claim by a third party that the service, as supplied by us and used as these terms allow, infringes that party's United States patent, copyright or trade mark, and will pay the damages finally awarded or agreed in settlement, provided you tell us promptly, give us sole control of the defense and settlement, and give us reasonable help. This does not cover claims arising from Customer Data, Output, a beta product, a connected platform, a modification or combination not made by us, or use after we told you to stop. If a claim is made or likely, we may change or replace the service, obtain a license, or end the agreement and refund any fees you have paid for the period after it ends. This section is your sole remedy and our entire liability for infringement claims.

18. Term, suspension and ending the agreement

The agreement runs for as long as you have a workspace. Either of us may end it at any time: you by closing your workspace, we by giving you 30 days' notice. We may also end it at once if you break these terms and do not put it right within 14 days of being told, or at once with no cure period for a breach of sections 11 or 12, for non-payment more than 30 days overdue, or if you become insolvent.

We may suspend a workspace, a user or a connection at once, without liability, where we believe it is needed to protect the service, other customers, a connected platform, Adella or the law, or where a platform requires it, and we tell you why.

When the agreement ends, your access ends, fees already due remain due, your data is handled as the Privacy Policy says, and the sections of these terms that by their nature continue (8, 10, 12, 13, 15, 16, 17, 20 and 21) continue.

19. Changes to these terms

We may change these terms. For a change that affects your rights or costs we email every account holder at least 30 days before it takes effect; using the service after that date is acceptance of the change. For other changes we update the version and the date at the top. If you do not accept a change, end the agreement before it takes effect; that is your only remedy.

20. Governing law, arbitration and how disputes are settled

These terms are governed by the laws of the State of Texas and the federal law of the United States, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before either of us starts a proceeding, we will each try in good faith to resolve the dispute by discussion for 30 days from a written notice describing it.

Any dispute that is not resolved that way, arising out of or relating to these terms or the service, will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator, in Williamson County, Texas, in English. The Federal Arbitration Act governs this clause. The arbitrator may award only the relief these terms allow and must apply the limitations in section 16. Judgment on the award may be entered in any court with jurisdiction. Either of us may instead bring an individual claim in small claims court, and either of us may ask a court for an injunction to protect confidential information or intellectual property. For anything that goes to court, the state and federal courts sitting in Williamson County, Texas have exclusive jurisdiction, and each of us submits to it.

Every dispute is brought in your own name and ours, not as a plaintiff or class member in any class, consolidated or representative proceeding, and the arbitrator may not consolidate claims of more than one customer. To the extent the law allows, each of us waives any right to a jury trial.

Any claim arising out of or relating to these terms or the service must be brought within one year after it arose, or it is permanently barred.

In any proceeding to enforce these terms, the prevailing party may recover its reasonable legal fees and costs from the other.

21. General

These terms, the documents they refer to and any order form are the whole agreement between us and replace earlier discussions and representations. If a court or arbitrator finds a part unenforceable, it is enforced to the extent it can be and the rest stands. A delay in enforcing a right is not a waiver of it. You may not transfer this agreement without our written consent; we may transfer it to a successor to our business, and we tell you when we do. Neither of us is liable for a failure caused by events outside our reasonable control, including the acts of platforms and suppliers, outages, attacks, and changes in law. Notices to you go to the email address on your account and are effective when sent; notices to us go to the legal address below. We are independent contractors; nothing here creates a partnership, agency, fiduciary duty or employment. There are no third-party beneficiaries of these terms.

Unless you tell us in writing that you do not want this, we may name you as a customer and show your logo on our website and in our materials, in the same way we show other customers. We never publish your figures or your case without your written approval.

You will comply with export control and sanctions laws that apply to your use of the service, and you confirm that you are not on a US government restricted list and not in a country subject to US sanctions.

22. Copyright notices

If you believe content on adella.com or in the service infringes your copyright, send a notice under the Digital Millennium Copyright Act to [email protected] with: the work, the location of the material, your contact details, a statement of good-faith belief, a statement under penalty of perjury that the notice is accurate and that you are authorized to act, and your signature. We act on valid notices and tell the person who posted the material.

23. Contact

CPK Ventures LLC, doing business as Adella, Cedar Park, Texas, United States.
Legal notices and everything else: [email protected].

The terms for using Adella.