GhostWriterAI is a service created and distributed hereby the You Are My Guide S.r.l. company.
1.1 By using any products, services, content and web sites provided or owned by You Are My Guide (referred to collectively as the “Service” or “Services” in this document and excluding any services provided to the User or User’ employees by You Are My Guide under a separate written agreement), Users are subject to the terms of a legal agreement between them and You Are My Guide (as defined below in Section 18.1) contained in this agreement and/or any other document explicitly referred to herein. All Services are accessed through You Are My Guide’ proprietary software application(s) ( “Software” below) hosted at our web platform at www.ghostwriter.ai and consist in a single log-in, centralized web dashboard that enables Users to access data, metrics and analytics from social profiles on multiple social networks. All Services are provided as “Software as a Service” (referred to as the “SaaS” below) subscription services; You Are My Guide will never deliver copies of the Software to its Users as part of the Services.
1.2 These Terms and Conditions will not apply if (i) any User or his organization (on whose behalf the User act pursuant to Section 2.3 and 18.1) has entered into a separate written agreement with You Are My Guide for the provision of the Services, or (ii) if any User or his organization has purchased the Services through our authorized reseller.
1.3 Unless otherwise agreed in writing with You Are My Guide, the agreement between You Are My Guide and its Users will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Common Terms”.
1.5 The Common Terms, together with any related additional Specific Terms applicable to the subscription and the Payment Terms, form a legally binding agreement between its Users and You Are My Guide in relation to the use of the Services. It is important that Users take the time to read them all, very carefully. The Common Terms, together with the Specific Terms and the Payment Terms are jointly referred to below as the “Terms”.
1.5 If any contradiction arises between the Specific Terms and the Common Terms, then the Specific Terms will always prevail in relation to that Service.
2.1 In order to use the Services, Users must firstly agree to the Terms. Users may not use the Services without accepting the Terms.
2.2 Users can accept the Terms: (A) by clicking to accept or agree to the Terms, where this option is made available in the main interface of any Service; (B) by paying the Services; or (C) by actually using the Services. By performing one of these three options, Users understand and agree that You Are My Guide will treat this use of the Services as acceptance of the Terms from that point onwards.
2.3 Users may not use the Services and may not accept the Terms (A) if Users are under the legal age to subscribe a binding contract with You Are My Guide; or (B) if, when contracting on behalf of an entity, Users are not authorized to legally bind this company or entity to such terms; or (C) Users are a person or entity barred from receiving the Services under the laws of the Italian Republic or other countries including the country in which Users are resident or from which they will use the Services.
2.4 If Users accept the Terms in the main interface for a Service, by making a payment, or by commencing the use of the Service, we recommend to print off or save a local copy of the Terms for future reference.
2.5 The Services are provided by YAMGU for consideration. The up-to-date prices applicable to the use of the Services are published on the Services website www.ghostwriter.ai.
2.6 Users can pay for the Services either by entering their credit card information, or by any other means as published, from time to time, on the Services website. Alternatively, Users can contact You Are My Guide to agree on other methods of payment (such as invoicing). If any Users sign up for the Services online in main Service interface, this Users accept to be charged cyclically by You Are My Guide pursuant to the payment conditions specified at checkout (the “Service Subscription Plan”). In addition, the Users expressly acknowledge and agree that the initial price may change if the Service Subscription Plan is changed or upgraded. Users will always be informed about the price modification prior to making the upgrade or changing the Service Subscription Plan .
2.7 You Are My Guide is not responsible for the payment processing provided by any third party.
2.8 Each party will be responsible for payment of any taxes applicable to its own income and activities in connection with the Services.
3.1 The Terms are provided in English. Where You Are My Guide has provided Users with a translation of the Terms in another language, Users agree that the translation is provided only for their convenience, and that the English language versions of the Terms will govern any relationship with You Are My Guide.
3.2 If there is any contradiction between the English language version of the Terms and any translation in other language, then the English language version shall prevail.
4.1 You Are My Guide may have subsidiaries and affiliated legal entities in other countries. At times, these companies or their employees may serve as contact points with respect to the Services provided to the Users by You Are My Guide. Even where You Are My Guide’s subsidiaries or affiliates are Users’ primary contact points, You Are My Guide will remain ultimately responsible for the provision of Services hereunder.
4.2 You Are My Guide is constantly innovating in order to provide the best possible experience for its Users. Users acknowledge and agree that the form and nature of the Services may change cyclically, or may permanently or temporarily be suspended at You Are My Guide's sole discretion, without any prior notice.
4.3 Users understand and agree that You Are My Guide may at its full discretion disable access any User account in case of (A) non-payment or (B) other material breach of the Terms, and that in such case Users may be prevented from accessing: the Services, their personal account details or any files or other content which is contained in their account. If You Are My Guide reactivate any User’ access, once disabled for non-payment or other (material) breach of the Terms, Users still remain obliged to pay the Services fees for the entire subscription term, including the period in which the access to the Services was disables as a result of User default; Users will not be entitled to any compensation or refunds (whether monetary or in the other form, as extra days of Services or as extended subscription term) for the period for which Users could not use the Services. Such de-activation of Service shall not be considered a breach of the Terms by You Are My Guide. In any case You Are My Guide maintain the right to terminate the legal agreement embodied in the Terms for material breach, pursuant to Section 12.3 of the Terms.
5.1 Users may be required to provide identification, contact or other similar details as part of the registration or renovation process for the Service. Users agree that any registration information given to YAMGU will always be accurate, correct and up to date.
5.2 Users agree to use the Services only for purposes that are permitted by (A) the Terms; (B) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions (including GDPR Directive UE/679/2016 or any GDPR-related laws); and (C) any other applicable rules (including, without limitation, any social media platform rules).
5.3 Users agree to access (or attempt to access) any of the Services only through the interface provided by You Are My Guide, and do not access of the Services by any other means, unless otherwise allowed in a separate written agreement with YAMGU.
5.4 Users agree that they will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless Users have been specifically permitted to do so in a separate agreement with You Are My Guide, Users agree that they will (A) not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose; (B) not misuse the Services or circumvent the Services’ Terms; (C) engage in data mining or other excessive use of the Service. The Services can be used by the Users for their own internal business purposes only, and not for the benefit of any third parties. Users acknowledge that any use of the Services in breach of this Section 5.5 will be considered a material breach of these Terms, with all consequences resulting therefrom.
5.6 Users agree that they are solely responsible for (and that YAMGU has no responsibility to Users or to any third party for) any breach of their obligations under the Terms and for the consequences (including any loss or damage which YAMGU may suffer) of any such breach.
6.1 Users agree and understand that they are responsible for maintaining the confidentiality of any password or other credentials associated with any account used to access the Services.
6.2 Accordingly, Users agree that they will be solely responsible for all activities that occur under their account.
6.3 Users shall immediately notify to You Are My Guide any unauthorized use of password, credentials or account.
6.4 You Are My Guide may use Facebook Connect, “Sign in with Twitter”, and other authentication methods for authorization of users. If a Facebook account, Twitter account or any other account used for registration and/or signing in the Services is deleted or non- functional, Users may no longer be able to access the Services.
7.1 At You Are My Guide we are serious about privacy of all individuals who use our Services or whose personal data we process.
7.3 Appropriate technical and organizational measures, internal controls, and information security routines have been implemented and maintained by You Are My Guide in accordance with good industry practice and having regard to the state of technological development to protect our User’s data against accidental loss, destruction (lawful or unlawful), or alteration and unauthorized disclosure or access.
7.4 Data collected from Users may be transferred to, and stored and processed in, the United States or any other country in which You Are My Guide or its affiliates, or subcontractors, suppliers or vendors maintain facilities, subject to You Are My Guide implementing such appropriate legal mechanisms as required by EU law to ensure an adequate level of personal data protection by the third-party processors, such as the controller-to-processor Standard Contractual Clauses approved by the European Commission (2010/87/EU) or Privacy Shield approved by European Decision (2016/1250) for data transfers from the EU to the USA and other third countries.
7.5 Users agree that You Are My Guide may use aggregated and anonymised data derived from the data directly provided by Users or collected by the program analytics (such as user behaviour and activities for its own statistics, for auditing, for the purposes of product and market research and analytics and for benchmarks and other analyses). You Are My Guide may publish such anonymised data and share them with third parties outside its organization; nevertheless, You Are My Guide will not directly or indirectly transfer any data received from Users to any ad network, ad exchange, data broker, or other advertising or monetization related toolset.
8.1 Users understand that all information such as, without limitation, data files, written text, computer software, music, audio files or other sounds, photographs, and videos or other images (all of them as “Content”in the following) which Users may have access to as part of, or through the use of, the Services are the sole responsibility of the person who generate this Content.
8.2 Users should be aware that Content which is part of the Services, including but not limited to occasional advertisements and sponsored Content, may be protected by intellectual property rights owned by the individual who provide such Content to You Are My Guide (or by other persons or companies on their behalf), and that this Content may include sensitive personal data. Users shall not modify, rent, lease, loan, sell, distribute or create derivative works based on such Content (either in whole or in part), unless specifically authorized by YAMGU or by the owners of that Content, in a separate agreement.
8.3 Users understand that by using the Services they may be exposed to Content that they may find offensive, indecent or objectionable and that, in this respect, they use the Services at their own risk.
8.4 Users agree that they are solely responsible for (and that You Are My Guide has no responsibility to them or to any third party for) any Content that they create, transmit or display while using the Services and as a consequence of their actions, even if not intentionally . Users shall indemnify and hold You Are My Guide harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded against, or incurred or paid by You Are My Guide as a result of or in connection with their breach of any third party’s intellectual property or similar rights.
9.1 Users acknowledge and agree that You Are My Guide (or its licensors) owns all legal rights, title and interest in and to the Services, including any intellectual property rights, registered or not, which subsist in the Services Users also acknowledge that the Services may contain confidential information and that they shall not disclose such information without our prior written consent.
9.2 Unless otherwise agreed in writing with You Are My Guide, nothing in the Terms gives Users a right to use any of our trade names, trademarks, service marks, logos, domain names and any other distinctive brand features. For the avoidance of doubt, if any reports or similar outputs (hereinafter “Reports”) generated by Users through the use of the Service include You Are My Guide’ trade name, trademark, service mark, logo, domain name or other distinctive You Are My Guide’ brand features, their use in connection with that Report is permitted and Section 9.4 below shall apply.
9.3 Other than the limited license set forth in Section 11, You Are My Guide acknowledges and agrees that it obtains no right, title or interest from Users (or their licensors) under these Terms in or to any Content that they submit, post, transmit or display or produce on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless otherwise agreed in writing with You Are My Guide, Users agree that they are responsible for protecting and enforcing those rights and that You Are My Guide has no obligation to do so on their behalf.
9.4 Users agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.5 Unless otherwise agreed in writing by You Are My Guide, Users agree that in connection with the Services, Users will not use any trade mark, service mark, trade name, logo of any third party company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.
10.1 You Are My Guide gives its Users a worldwide, royalty-free, non-assignable and non-exclusive right and license to access and use the Services through the Software, on a subscription basis, accordingly by the Terms. Further, You Are My Guide gives its Users a worldwide, royalty-free, perpetual and non-exclusive right and licence to access and use, reproduce, display, distribute, and create derivative works of, Reports that Users generate through Users use of the Services. The licence granted in this Section 10.1 is for the sole purpose of enabling Users to use and experience the Services as provided by You Are My Guide, according to the Terms (in particular Section 5). Users may not use the Services for the benefit of any third parties.
10.1 Users acknowledge that this is a SaaS agreement and that (i) the Software is not sold, and (ii) copies of the Software will be never delivered to them as part of the Services.
10.2 Unless otherwise permitted in writing with YAMGU, Users may not assign (or grant a sub-licence of) their rights, grant a security interest in or over their rights, or otherwise transfer any part of their rights granted hereunder.
10.3 Users acknowledge that any breach of Section 10 shall constitute a material breach of the Terms, with all consequences arising therefrom.
11.1 Users retain copyright and any other intellectual property rights they already hold in Content submitted, posted or displayed on or through the Services. By submitting, posting or displaying the Content on or through, the Services, Users give You Are My Guide a worldwide, royalty-free, and non-exclusive licence to use, reproduce, adapt, modify, and publish (on their behalf and pursuant to their instructions) on social networks any Content which they submit, post or display on or through the Services. The licence granted in this Section 11.1 is for the sole purpose of enabling You Are My Guide to display, distribute, improve and promote the Services to its Users.
11.2 You Are My Guide has the right to use any photograph, content or other materials for the sole purposes of providing the Services, if such photograph or other materials protected by personality or privacy rights has been provided by Users as part of the use of the Services or as part of the Content which submitted, posted or displayed on or through the Services, by the Users.
11.3 Users understand that You Are My Guide, in performing the required technical steps to provide the Services to them, and to improve the Services, may (A) transmit or distribute their Content over various public networks and in various media; and (B) make such changes to their Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. Users agree that this licence shall permit You Are My Guide to take these actions.
11.4 Users confirm and warrant to You Are My Guide that they have all the rights, power and authority necessary to grant the above licence.
12.1 The Terms will continue to apply during the term of the original online subscription specified within the Services and during any extended term as specified in Section 12.5 below, or until terminated by either Users or You Are My Guide as set out in Section 12.2 and 12.3 below.
12.2 If Users purchase the Services continuously on a monthly “pay as you go” basis online, they may stop using the Services and so terminate their legal agreement with You Are My Guide at any time, without the need any notification to YAMGU.
12.3 You Are My Guide may at any time, by sending a notice, terminate its legal agreement with Users embodied in the Terms if (A) Users have breached any provision of the Terms and failed to cure the breach (where such breach is capable of being cured) within a reasonable cure period provided by the other party, or have acted in a manner which clearly shows that Users do not intend to, or are unable to comply with the provisions of the Terms; or (B) You Are My Guide is required to do so by law (for example, where the provision of the Services to Users is or becomes unlawful); or (C) the partner with whom You Are My Guide offered the Services to Users, or whom You Are My Guide uses or whose cooperation it needs in order to offer the Services to its Users (such as the social media platforms), has terminated its relationship with You Are My Guide or ceased to offer its APIs, data, programs, application or services that are essential for the Services; or (D) You Are My Guide is transitioning to no longer providing the Services to users in the country in which Users reside or from which they use the Services; or (E) the provision of the Services to Users by You Are My Guide is, in our opinion, no longer commercially viable. In the event Users terminate the agreement for a material breach by You Are My Guide as described in (A) above, or if You Are My Guide ceases to provide any part or all of the Services during the agreement term for reasons stipulated in (C), (D) or (E) above, Users shall not be required to make any payments for Services beyond the date of when they terminated the agreement or when You Are My Guide ceased to provide the Services (as applicable). In the event Users prepaid the Services, You Are My Guide shall in such cases refund the pro-rata proportion of the pre-paid monthly fee.
12.4 Nothing in this Section 12 shall affect You Are My Guide' rights regarding provision of Services under Section 4 of the Terms. Nothing in this Section 12 shall affect User's early termination rights under the applicable law.
12.5 If Users do not purchase the Services continuously on a monthly “pay as you go” basis, and provided the agreement has not been terminated early either by You Are My Guide or User's as stipulated in the previous sections, then the following will apply: their legal agreement with You Are My Guide embodied in the Terms shall automatically renew (i.e. be extended, repeatedly) for another term corresponding to their original (preceding) subscription term, unless Users or You Are My Guide provide notice to the other of (y)our intent to terminate the agreement within the last thirty (30) days before the end of the then current term. Users will be notified of the upcoming renewal and may notify You Are My Guide of their intention not to renew by unsubscribing from the automatic renewal within Users interface for the Services.
12.6 By terminating the legal agreement with You Are My Guide, all of the legal rights, obligations and liabilities that Users and You Are My Guide have benefited from, been subject to (or which have accrued over time whilst the legal agreement with You Are My Guide has been in force) and/or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
12.7 Further, Users understand and agree that the terms and conditions contained in the Terms (including the Payment Terms) will continue to apply to any extended term pursuant to Section 12.5 above, as well as to any other continued use of the Services beyond the pre-paid subscription term, as they applied to the original subscription term, and Users undertake to pay for the continued use of the Services in accordance with the Payment Terms. Users expressly and irrevocably authorize You Are My Guide to debit Users credit card for the settlement of such You Are My Guide’s consideration.
13.1 The Services are provided “as is” and You Are My Guide, its subsidiaries and affiliates, and its licensors give Users no warranty with respect to them. Services features that interoperate with social media networks depend on the continuing availability of those social media network’s APIs, data, application, programs and services for use with the Service. If any social media network ceases to make its APIs, data, application, programs or services available on reasonable terms for the Service, You Are My Guide may cease providing such Service features upon reasonable prior written notice to Users pursuant to Section 12.3 (C). YAMGU is not liable or responsible for the quality, accuracy or truthfulness of services or information obtained from social media networks and used within the Services or for interruption of access to such information caused by downtime or unavailability of the social media networks. Social media network content is not created or edited by You Are My Guide. You Are My Guide expressly disclaims and has no responsibility or liability for any social media network content that may be collected, received or created by Users in use of the Service.
13.2 In particular, You Are My Guide, its subsidiaries and affiliates, and its licensors do not represent or warrant to Users that (A) their use of the Services will meet their requirements; (B) their use of the Services will be uninterrupted, timely, secure or free from error; (C) any information obtained by Users as a result of their use of the Services will be accurate or reliable; and (D) that defects in the operation or functionality of any Software used to provide the Services will be corrected.
13.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.
13.4 Nothing in the Terms shall affect those statutory rights which Users are always entitled to as a consumer and that Users cannot contractually agree to alter or waive.
14.1 Nothing in these Terms shall exclude or limit You Are My Guide' liability for losses which may not be lawfully excluded or limited by applicable law.
14.2 To the maximum extent permitted by applicable law, whatever the legal basis for the claim, You Are My Guide will never be liable for any indirect damages (including, without limitation, special, incidental, or consequential damages of any kind whatsoever - including, without limitation, attorneys' fees -, damages for lost profits or revenues, business interruption, or loss of business information) due to, resulting from, or arising in connection with these Terms, the Services, materials, or the failure to perform our obligations.
14.3 Subject to overall provision in Section 14.1 above, You Are My Guide, its subsidiaries and affiliates, and its licensors shall not be liable to Users for any indirect or consequential losses in which they may be incurred. Indirect and consequential losses shall include (A) any loss of profit (whether incurred directly or indirectly), loss of goodwill or business reputation, or any loss of data suffered by Users; (B) loss or damage which may be incurred by Users as a result of (i) any reliance placed by them on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between Users and any advertiser or sponsor whose advertising appears on the Services; (ii) any changes which You Are My Guide may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through their use of the Services; (iii) their failure to provide You Are My Guide with accurate account information; (iv) Users failure to keep Users password or account details secure and confidential.
14.4 The limitations of You Are My Guide’s liability to Users in Section 14.3 above shall apply whether or not You Are My Guide has been advised of or should have been aware of the possibility of any such losses arising.
14.5 You Are My Guide's liability for damage incurred by Users as a result of or in connection with the Services shall be limited to direct damages up to the amount Users paid to You Are My Guide for the Services giving rise to that liability during the last three months before the occurrence of You Are My Guide’s liability (or amount corresponding to a three- month Service fee, as applicable). You Are My Guide and Users agree that this limitation reflects the damage that can be foreseen at the time of conclusion of this legal agreement between Users and You Are My Guide, taking into account all circumstances the parties know or should know while exercising due care and that can arise from a breach of our obligations under these Terms. To the extent permitted by applicable law, You Are My Guide accepts no liability in relation to their use of any Services provided free of charge.
15.1 Some of the Services, in particular free Services, may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
15.2 The manner, mode and extent of advertising by YAMGU on the Services are subject to change without specific notice to Users.
15.3 In consideration for YAMGU granting Users access to and use of the Services, Users agree that You Are My Guide may place such advertising on the Services.
16.1 The Services may include hyperlinks to other web sites or content or resources. You Are My Guide has no control over any web sites or resources which are provided by companies or persons other than You Are My Guide.
16.2 Users acknowledge and agree that You Are My Guide is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 Users acknowledge and agree that You Are My Guide is not liable for any loss or damage which may be incurred by them as a result of the availability of those external sites or resources. In addition, Users acknowledge and agree that YAMGU is not liable for any damage which may be incurred by Users as a result of any reliance Users may have placed on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such websites or resources.
17.1 You Are My Guide may make changes to the Common Terms or Specific Terms from time to time. When these changes are made, You Are My Guide will make a new copy of these Common Terms available at https://ghostwriter.ai/content/terms/terms.html and any new Specific Terms will be provided from within, or through, the affected Services.
17.2 Users understand and agree that if they use the Services after the date on which the Common Terms or Specific Terms have changed, You Are My Guide will treat such use as acceptance of the updated Universal Terms or Specific Terms.
18.1 “You Are My Guide” or “we” or “us” means You Are My Guide Srl, headquartered in Turin, Corso Castelfidardo 30a, 10129, Italy. “User” means the individual that is entering in to the legal agreement for the Services with us in a manner anticipated in Section 2.2 above, or that is using the Services, or who is registered with You Are My Guide. Equally, “Users” means any entity on whose behalf You Are My Guide’ Services were purchased by an authorized individual.
18.3 The Terms constitute the whole legal agreement between Users and You Are My Guide and govern Users’ use of the Services (excluding any services which You Are My Guide may provide to Users under a separate written agreement), and completely replace any prior agreements between Users and You Are My Guide in relation to the Services.
18.4 Users agree that You Are My Guide may provide Users with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services website.
18.5 The parties agree that if one of them does not exercise or enforce any legal right or remedy which is contained in the Terms (or which such party has the benefit of under any applicable law), this will not be taken to be a formal waiver of such party’s rights and that those rights or remedies will still be available to it.
18.6 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
18.7 The Terms, and their relationship with You Are My Guide under the Terms, shall be governed by Italian law. Users and You Are My Guide agree to submit to the jurisdiction of the courts of the Italian Republic to resolve any legal matters arising from the Terms and the venue of the court of first instance shall be Turin.. Notwithstanding this, Users agree that You Are My Guide shall still be allowed to apply (A) for payment orders (or otherwise enforce payment for Services provided under the Terms) in the jurisdiction in which Users have their registered seat or principal place of business, and (B) for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.