Terms and Conditions

1. Definitions

For the purposes of these Terms, the following expressions have the meaning assigned to them below:

• "Account": the individual registration through which a natural person accesses the Service.
• "User": the natural person or legal entity that accesses the Service, whether as Account holder or as Member of a Space.
• "Space": the organisational unit of the Service within which Documents are held. It may be a personal space, a Company or a Project.
• "Member": a User admitted to a Space with an assigned role.
• "Document": a brand manual, brief, social manual, design system or any other structured document created within a Space.
• "User Content": all data, text, images, files, typefaces, trade marks and other materials that the User, its Members or the agents it authorises upload to the Service.
• "Plan": the set of features and usage limits subscribed by the User, as described on the pricing page and in the Account settings.
• "MCP Connector": the interface enabling artificial intelligence agents authorised by the User to read and, where the User so enables, write to the Service.
• "Markery Storage": the file storage infrastructure provided and administered by the Provider, applicable by default.
• "Connected Storage": the third-party storage account, in particular Google Drive, that the User voluntarily links to a Space so that the files of that Space are held in it.
• "Connected Platform": the account of a third-party social network or publishing platform, such as YouTube, that the User voluntarily links to a Space in order to publish to it the content the User approves.

2. Purpose of the Service

2.1. The Service is a software-as-a-service platform enabling the User to define, document and operate the identity of one or more brands, to plan and prepare marketing and social media content, to publish it to the Connected Platforms the User links, to organise design systems, and to make that information available to authorised artificial intelligence agents through the MCP Connector.

2.2. The Service does not constitute the provision of design, advertising, corporate communications or professional advisory services of any nature. In particular, the Provider does not give legal advice on industrial property matters: the manuals, names, logotypes, colour palettes and other elements that the User creates or generates with the Service have not been subject to any clearance search, registrability assessment or third-party infringement risk analysis. Verification of those matters is the User’s sole responsibility.

2.3. The Service is not a backup, archival or record preservation system. The User must retain its own copies of any User Content it considers material.

2.4. The Service is under continuous development. The Provider may add, modify or discontinue features in accordance with clause 16.

3. Capacity and registration

3.1. To use the Service the User must be at least eighteen (18) years of age and have sufficient legal capacity to contract.

3.2. Registration may be completed with an email address and password, or through federated authentication with Google or GitHub. The information supplied must be true, accurate and current, and the User undertakes to keep it updated.

3.3. The User is responsible for safeguarding its access credentials, its programmatic access tokens and the authorisations it grants to artificial intelligence agents. Any action carried out through the Account or through such credentials shall be deemed performed by the User, save evidence to the contrary of unauthorised access attributable to the Provider.

3.4. The User must notify the Provider immediately of any unauthorised use of its Account of which it becomes aware.

3.5. The Account is personal and non-transferable. The User may not assign it, resell it or allow its simultaneous use by third parties in order to circumvent the limits of the subscribed Plan.

4. Spaces, Companies, Projects and Members

4.1. The Service organises information into Spaces. Each User has a personal space and may create Companies and, within them, Projects, subject to the limits of the subscribed Plan.

4.2. Third-party access to a Space occurs by invitation issued by a person holding a sufficient role, and is governed by the role assigned to each Member. Roles determine read, edit, administration and ownership powers, as detailed in the Service interface.

4.3. Any person who invites a Member to a Space is answerable for the appropriateness of that admission and for the information that becomes accessible to the Member as a result. The Provider does not intervene in the relationship between the Members of a Space or in disputes arising between them.

4.4. Ownership of a Space may be transferred to another Member through the feature provided for that purpose. The transfer vests administration powers over the Space and over the User Content held therein in the new owner, without transferring files held in a third party’s Connected Storage, whose migration must be carried out separately in accordance with clause 8.4.

4.5. Where the User uploads to the Service personal data or confidential information of third parties, including its own clients, the User acts as data controller in respect of that data and the Provider as data processor, on the terms of clause 15 and of the Privacy Policy.

5. User Content and licence

5.1. User Content remains at all times owned by the User or by whoever holds rights over it. These Terms effect no assignment, transfer or waiver of any right over that content.

5.2. The User grants the Provider a limited, non-exclusive, revocable, royalty-free licence, confined to the term of the relationship, to host, reproduce, technically adapt, transmit and display the User Content for the sole purpose of operating the Service and delivering the features the User requests. The licence covers the ancillary technical operations indispensable to that end, such as generating thumbnails, converting formats, internal indexing and creating backups.

5.3. The Provider does not commercialise User Content, does not disclose it to third parties for advertising purposes and does not use it to train artificial intelligence models.

5.4. The User represents and warrants that it holds the rights, licences and authorisations necessary over the User Content, in particular in respect of third-party images, typefaces, trade marks and works, and that uploading it to the Service infringes no intellectual or industrial property rights, nor any rules on unfair competition, advertising or data protection.

5.5. The User may export User Content through the features available in the Service and may request its deletion in accordance with the Privacy Policy.

6. Plans, prices and billing

6.1. The Service is offered under a free Plan and under paid subscription Plans. The features and limits of each Plan are described on the pricing page and in the Account settings, and may vary in accordance with clause 16.

6.2. Paid Plans are billed in monthly periods and renew automatically at the end of each period until the User cancels. Prices are expressed in United States dollars, without prejudice to the currency of collection applicable according to the payment method and the User’s jurisdiction.

6.3. Payment collection is handled by external payment processors. In the Republic of Argentina, Mercado Pago acts as processor. In all other jurisdictions, Dodo Payments acts as Merchant of Record, selling the subscription, issuing the corresponding receipt and administering refunds in accordance with its own policies. The Provider does not store complete payment instrument data.

6.4. Published prices exclude any taxes, duties, levies or withholdings applicable in the User’s jurisdiction, which will be added by the payment processor where appropriate and borne by the User.

6.5. The subscription may be cancelled at any time from the Account settings and takes effect at the end of the current period, the User retaining access to the Plan features until that date. No pro rata refunds are made for periods already commenced, without prejudice to clause 7.

6.6. Price changes. The Provider may modify Plan prices. Any change affecting a current subscription will be notified to the User no less than thirty (30) calendar days before the date on which it starts to apply, by message to the registered email address and by notice within the Service. The change will have no retroactive effect and will not apply to periods already paid. A User who does not agree to the new price may cancel the subscription before the effective date, retaining access to the Plan until the end of the current period. Continued use of the Service after that date constitutes acceptance of the new price. Under no circumstances will increases be applied without the prior notice established here.

6.7. Non-payment or rejection of a charge entitles the Provider to reassign the Account to the free Plan with the limits then in force. Such reassignment does not entail deletion of User Content, notwithstanding that certain features cease to be available.

6.8. Features identified in the Service as "coming soon" do not form part of the contracted service and their future availability is not an enforceable obligation.

7. Right of withdrawal and service cancellation

7.1. A User qualifying as a consumer under Argentine Law 24.240 who subscribes to the Service from the Republic of Argentina may withdraw its acceptance within ten (10) calendar days from the conclusion of the contract, without cause and at no cost, pursuant to section 34 of Law 24.240 and section 1110 of the Argentine Civil and Commercial Code. Where withdrawal is exercised in time, amounts collected for the corresponding period will be refunded.

7.2. A service cancellation request is available directly and simply at markery.whilehaus.net/baja, in accordance with Resolution 424/2020 of the Argentine Secretariat of Domestic Trade, without prejudice to cancellation also being available from the Account settings.

7.3. Cancellation is processed immediately and the Provider issues the corresponding confirmation by email.

8. File storage

8.1. Files uploaded to the Service are held, by default, in Markery Storage.

8.2. A User holding a sufficient role may link a Connected Storage to a Space, in which case files subsequently uploaded to that Space will be held in the linked storage account. The Service determines the storage applicable to each Space according to the order of precedence set out in the interface itself, considering the Space’s own storage, the storage inherited from the Company to which it belongs, the default storage of the User who linked it and, in the absence of all of these, Markery Storage.

8.3. Linking a Connected Storage produces the following consequences, which the User acknowledges and accepts:

• Files come to reside in the provider account linked by the User and become subject to that provider’s terms of service and policies, as well as to the storage quota the User has contracted with it.
• Exhaustion of the quota, suspension of the provider account or revocation of the permissions granted to the Service may prevent upload, display or download of the affected files.
• Deleting a file, moving it out of the Service folder or altering its permissions directly in the provider account may render it inaccessible from the Service, and this shall not be attributable to the Provider.
• Revoking the link does not delete files already held in the provider account, which remain under the User’s exclusive control.

8.4. The Service provides a migration feature allowing files previously held in another storage to be consolidated into a Space’s Connected Storage. Migration runs in batches and, in the event of interruption, may result in copies temporarily coexisting in the source storage. Such coexistence does not affect the integrity of the file accessible from the Service.

8.5. All files of a Space are accessible to its Members through the Service, irrespective of the storage in which they reside and without the need to share permissions in the provider account.

9. Publication to Connected Platforms

9.1. The Service enables the User to link Connected Platforms to a Space and to publish to them the content it has approved. Linking is voluntary, is effected through the authorisation procedure each platform provides, and may be revoked at any time from the Service settings or from the platform itself.

9.2. Content published to a Connected Platform is subject to the terms of service, content policies and moderation decisions of the platform concerned, which lie outside the Provider’s control. The User undertakes to comply with them and is answerable for the content it publishes. The Provider does not warrant that publication will take place, that it will remain available, or the reach, distribution or performance it obtains.

9.3. Nothing is published to a Connected Platform without the User’s prior and express approval given within the Service. The Provider does not alter the values the User sets for the publication, nor append text of its own to them. Final control over the content that is published rests with the User.

9.4. YouTube. The features of the Service that operate on YouTube use the YouTube API Services. By using them, the User agrees to be bound by the YouTube Terms of Service, available at https://www.youtube.com/t/terms. Google’s processing of the data the Service accesses is governed by the Google Privacy Policy, available at https://policies.google.com/privacy. The User may revoke the authorisation granted to the Service at any time, from the Service settings or at https://security.google.com/settings/security/permissions.

9.5. Neither revocation of the link nor termination of the relationship deletes content already published to a Connected Platform, which remains under the User’s exclusive control and subject to that platform’s policies.

10. Artificial intelligence features

10.1. The Service includes features assisted by artificial intelligence models, such as drafting document sections, suggesting content and generating images. Their availability depends on the subscribed Plan and on the Account settings.

10.2. Certain features require the User to supply its own artificial intelligence provider credentials. In that case, the consumption and costs incurred with that provider are borne solely by the User, and the processing of information is additionally governed by that provider’s terms and policies.

10.3. Outputs generated by artificial intelligence are probabilistic in nature and may contain errors, inaccuracies or omissions. The User bears the burden of reviewing them before putting them to any use, and in particular before deploying them towards third parties. The Provider does not warrant the accuracy, completeness or fitness of such outputs for any particular purpose.

10.4. Outputs generated by artificial intelligence may not constitute original creations, may be similar or identical to outputs obtained by other users, and their protection under intellectual or industrial property law may be limited or non-existent depending on the applicable legislation. The User is responsible for verifying, before adopting such outputs as a distinctive sign or as communication material, that they do not infringe third-party rights.

10.5. The Provider does not use User Content to train its own or third-party artificial intelligence models.

11. MCP Connector and programmatic access

11.1. The User may enable access by artificial intelligence agents and third-party applications to the Service through the MCP Connector, whether by means of access tokens or through the authorisation procedure provided for that purpose.

11.2. Enablement is voluntary, is granted per Space and covers only the powers the User selects. Write powers require additional and express enablement.

11.3. The User is answerable for the operations that the agents and applications it has authorised execute on its behalf, as well as for safeguarding the tokens issued, which it may revoke at any time. Each agent’s provider processes information in accordance with its own policies, which are outside the Provider’s control.

11.4. The Provider may set reasonable rate and volume limits on the MCP Connector and on the application programming interfaces in order to preserve the stability and security of the Service.

12. Acceptable use

12.1. The User undertakes to use the Service in accordance with the law, in good faith and in compliance with these Terms. The following is prohibited, by way of example and not limitation:

• Uploading content that is unlawful, defamatory or discriminatory, or that infringes third-party intellectual property, industrial property, image or privacy rights.
• Using the Service to impersonate third parties, or to produce materials intended to mislead as to the commercial origin of goods or services.
• Accessing or attempting to access other Accounts, Spaces or data, or breaching or circumventing the Service’s security measures and access controls.
• Subjecting the Service to loads exceeding reasonable use, including mass automated data extraction and saturation of the application programming interfaces or the MCP Connector.
• Decompiling, disassembling or reverse engineering the Service, except to the extent mandatorily permitted by law.
• Reselling, sublicensing, leasing or making the Service available to third parties as if it were the User’s own, or using it to develop a competing product.

12.2. The Provider may require that the conduct cease, restrict features or suspend the Account in the event of breach of this clause, with prior notice unless the urgency or gravity of the case requires immediate action.

13. Intellectual property in the Service

13.1. The Service, its source and object code, its architecture, its databases, its design, its documentation and the distinctive signs "Markery" and "Whilehaus" are owned by the Provider or its licensors and are protected by applicable intellectual and industrial property law.

13.2. These Terms grant the User a personal, limited, revocable, non-exclusive and non-transferable right to use the Service during the term of the relationship and subject to the subscribed Plan. No other right is transferred.

13.3. Where the User submits comments, suggestions or improvement proposals, the Provider is entitled to use them without restriction and without any obligation of consideration or attribution, without thereby acquiring rights over the User Content.

14. Confidentiality

14.1. Each party undertakes to keep confidential the other party’s non-public information to which it gains access in connection with the relationship, not to disclose it to third parties without authorisation and to use it exclusively for the purposes of this relationship. The obligation subsists for three (3) years from termination of the relationship.

14.2. The obligation does not extend to information that is or becomes publicly known without breach by the receiving party, that was independently developed, or whose disclosure is required by a competent authority, in which case the party so required will notify the other as far in advance as possible.

15. Personal data protection

15.1. The processing of the User’s personal data is governed by the Privacy Policy, available at markery.whilehaus.net/privacy, which forms part of these Terms.

15.2. Where User Content includes third-party personal data, the User acts as data controller and the Provider as data processor, the latter undertaking to process such data solely in accordance with the User’s instructions given through use of the Service, not to apply it to unrelated purposes, to adopt adequate security measures and to delete or return it upon termination of the relationship, on the terms of section 25 of Argentine Law 25.326.

15.3. The User warrants that it has a sufficient lawful basis to upload third-party personal data to the Service and to instruct the Provider as to its processing.

16. Availability, maintenance and evolution of the Service

16.1. The Provider will take reasonable measures to seek the availability and performance of the Service, without committing to any particular service level or availability percentage, save written agreement to the contrary.

16.2. The Service may be suspended in whole or in part for maintenance, updates, security incidents or infrastructure provider failures. Where suspension is scheduled, the Provider will endeavour to announce it with reasonable notice.

16.3. The Provider may modify the Service, add or discontinue features and change Plan limits. Where discontinuation materially affects a feature used by the User, it will be notified with reasonable notice and the User will be given the opportunity to export the relevant User Content.

16.4. Definitive discontinuation of the Service will be notified no less than thirty (30) calendar days in advance, during which period the User may export User Content.

17. Suspension and termination

17.1. The User may terminate the relationship at any time by cancelling the subscription and deleting the Account, in accordance with clause 7 and the Privacy Policy.

17.2. The Provider may suspend or terminate the relationship, with prior notice where possible, in the event of breach of these Terms, use of the Service for unlawful purposes, unremedied non-payment, or where a rule or competent authority so requires. Termination for the User’s breach gives no right to a refund of the current period.

17.3. Free Accounts showing continuous inactivity for more than twelve (12) months may be deactivated and deleted, following notice to the registered email address and the grant of a reasonable period for reactivation or for export of User Content.

17.4. Termination of the relationship does not affect obligations accrued beforehand, nor the validity of clauses that by their nature must survive, in particular those on confidentiality, intellectual property, limitation of liability, indemnity and governing law.

18. Disclaimer of warranties

18.1. To the maximum extent permitted by applicable law, the Service is provided as is and as available, without express or implied warranties of merchantability, fitness for a particular purpose, absence of errors, continuity or accuracy of results.

18.2. The Provider does not warrant that the Service will meet the User’s commercial expectations, nor any outcome derived from the use of the documents, content or materials produced with it.

18.3. Nothing in this clause limits the non-waivable statutory warranties available to a User qualifying as a consumer under the legislation of its jurisdiction.

19. Limitation of liability

19.1. To the maximum extent permitted by applicable law, the Provider shall not be liable for indirect damages, loss of profit, loss of opportunity, reputational harm, or for loss of data resulting from causes beyond its reasonable control, including the acts or omissions of infrastructure, storage or artificial intelligence providers.

19.2. The Provider shall not be liable for the consequences of commercial, advertising, contractual or industrial property decisions that the User takes on the basis of information obtained from the Service or of outputs generated by artificial intelligence.

19.3. The Provider’s total aggregate liability to the User, on all counts and in respect of all claims connected with the Service, shall not exceed the greater of: (i) the amounts actually paid by the User to the Provider during the twelve (12) months immediately preceding the event giving rise to the claim; or (ii) fifty United States dollars (USD 50).

19.4. No provision of these Terms excludes or limits liability for wilful misconduct, for gross negligence, or any liability that the law declares incapable of limitation.

20. Indemnity

20.1. The User shall hold the Provider, its owners, employees and collaborators harmless from claims, actions, penalties, damages and costs, including reasonable defence fees, arising from: (i) infringement of third-party rights by the User Content or by the materials it produces with the Service; (ii) breach of these Terms or of applicable law; (iii) processing of third-party personal data without a sufficient lawful basis; and (iv) operations executed by the agents or applications the User has authorised.

21. Force majeure

21.1. Neither party shall be liable for failure to perform its obligations where such failure is due to fortuitous event or force majeure, including generalised connectivity or power outages, failures of essential infrastructure providers, third-party cyber attacks, acts of authority and the other cases provided for in section 1730 of the Argentine Civil and Commercial Code. The obligation to pay amounts already accrued is not covered by this clause.

22. Assignment

22.1. The User may not assign its contractual position without the Provider’s prior written consent.

22.2. The Provider may assign its contractual position in the context of a reorganisation, merger or transfer of the business unit, provided the assignment does not diminish the User’s rights. The assignment will be notified by the means set out in clause 24.

23. Amendments to these Terms

23.1. The Provider may amend these Terms. Material amendments will be notified to the registered email address and by notice within the Service, no less than thirty (30) calendar days before they take effect.

23.2. Continued use of the Service after the effective date constitutes acceptance of the new version. A User who does not agree may terminate the relationship before that date without penalty.

23.3. The date of the last update is stated at the beginning of the document.

24. Notices

24.1. Notices from the Provider to the User will be sent to the email address registered in the Account, or given by notice within the Service, and will be deemed validly given upon dispatch. The User must keep that address up to date.

24.2. Notices from the User to the Provider must be sent to hola@whilehaus.net.

25. Severability, waiver and entire agreement

25.1. A declaration that a clause is invalid or unenforceable shall not affect the validity of the remaining clauses, which shall remain in full force. The affected clause shall be construed, so far as possible, in the manner that best preserves the economic purpose pursued by the parties.

25.2. Failure to exercise a right or power does not constitute a waiver of it; a waiver is valid only if made in writing.

25.3. These Terms, together with the Privacy Policy and any particular conditions agreed in writing, constitute the entire agreement between the parties in respect of the Service and supersede any prior understanding on the subject matter.

26. Governing law and jurisdiction

26.1. These Terms are governed by the laws of the Republic of Argentina.

26.2. Any dispute arising out of these Terms shall be submitted to the ordinary courts sitting in the City of Buenos Aires. Where the User qualifies as a consumer, this clause applies without prejudice to mandatory consumer protection rules conferring jurisdiction on the courts of the User’s domicile or providing administrative complaint channels in its jurisdiction.

27. Contact

Martin Bonafede (Whilehaus), CUIT 20-33215496-7, Av. Rivadavia 5785, floor 15, apartment 1, City of Buenos Aires (postcode 1406), Republic of Argentina. Enquiries regarding these Terms: hola@whilehaus.net. Service cancellation requests: markery.whilehaus.net/baja.