Terms and conditions

Who we are and what these terms cover

These terms and conditions (the “Terms”) govern access to and use of the website kelpstudio.it, the Kelp Studio web and mobile application at app.kelpstudio.it and its APIs (the “Service”), provided by Starbridge di Gabriele Feruglio, registered office at Via Alcide de Gasperi, 33030 Dignano (UD), Italy, place of business at Vicolo Brovedan 9, 33100 Udine, Italy, VAT number IT03119880304, email info@kelpstudio.it, PEC starbridge@pec.it (“Kelp Studio”, “we”).

These Terms, the privacy policy, the cookie policy, the partner program conditions and the plan information shown at the time of purchase form the entire agreement between you and Kelp Studio (the “Agreement”). If they conflict, these Terms prevail.

This is a translation: the Italian version prevails in case of any inconsistency.

Definitions

User or you: the professional or business that creates an account and uses the Service, and anyone acting on its behalf.
Collaborator: a person the User invites into one of their projects.
User’s Client: anyone for whom the User manages content and social accounts, including anyone who receives an approval or connection link.
Content: text, images, video, audio, logos, data and any other material uploaded, imported or generated in the Service.
Output: Content generated by the artificial intelligence features.
Tokens: the credit units that measure the use of AI features.
Third-Party Services: external platforms and services integrated into the Service, including Instagram and Facebook (Meta), Google and YouTube, Canva, OpenAI, Stripe and Pexels.

Service for professionals only

The Service is offered exclusively to professionals and businesses acting for purposes relating to their trade, business, craft or profession. By creating an account you represent and warrant that:

you are not acting as a consumer within the meaning of Art. 3 of Italian Legislative Decree 206/2005 (the “Consumer Code”) or equivalent laws;
you are at least 18 years old and authorised to bind the business you represent;
the details you give us, including billing details, are true, complete and up to date.

As the Agreement is concluded between professionals, consumer protection rules do not apply, including the 14-day right of withdrawal. If you make false statements about your status as a professional, you are liable for them and will hold Kelp Studio harmless from any consequence.

Account and security

To use the Service you must create an account, with email and password, passkey or Google sign-in.
You are solely responsible for keeping your credentials safe and for all activity carried out through your account, including by Collaborators or third parties you have given access to, and for the approval and connection links you share.
You must notify us immediately at info@kelpstudio.it if you suspect unauthorised access. Until you notify us, we are not liable for damage arising from unauthorised use of your account.
You may not transfer, sell or share the account other than with Collaborators invited through the Service, nor create multiple accounts to get around limits, promotions or free Tokens.

The Service

The Service is a software tool to plan, create with the help of AI, get approved and publish social media content. The features available are those present in the Service from time to time, according to the chosen plan.
The Service is provided “as is” and “as available”. We may at any time change, improve, replace, limit or remove features, interfaces, limits, AI models and integrated Third-Party Services, without this being a breach or giving rise to refunds or compensation, as long as the essential function of planning and managing content remains.
Features marked as “beta”, “preview” or experimental are provided without any warranty and may be withdrawn at any time.
We use reasonable care to keep the Service available, but we do not guarantee any minimum level of availability or that the Service will be free from errors, interruptions or delays. We may suspend it for maintenance, updates, security or causes beyond our control.
You are responsible for keeping backup copies of the Content you consider important. The Service is not a storage or backup system.

Third-Party Services

Many features depend on Third-Party Services. Their use is also governed by those services’ terms, which you agree to comply with, in particular Meta and Instagram’s terms, the YouTube Terms of Service and Google’s policies.
We are not liable for malfunctions, changes, limitations, suspensions or interruptions of Third-Party Services or their APIs, nor for decisions those services take about your account or your Clients’ accounts (such as blocks, reduced reach, content removal, revoked permissions).
If a Third-Party Service changes its terms or stops being available, we may change or remove the related integration without liability.

Artificial intelligence and Output

The AI features use third-party models. Output is generated automatically and may be inaccurate, incomplete, inappropriate, similar to content generated for other users or infringing third-party rights (such as trademarks, copyright, image rights).
You must review all Output before using or publishing it and you take full responsibility for it, including checking data, statements, commercial claims, trademarks, people depicted, music and compliance with industry and advertising rules.
To the extent permitted by law and by the model providers’ terms, the rights in the Output belong to you. We do not guarantee that the Output can be protected by copyright or that it is original or exclusive.
Estimates of the number of drafts, posts or pieces of content you can get with Tokens are indicative and not binding: actual consumption depends on what you ask and on the models used.

Scheduled publishing and approvals

The Service publishes scheduled content through the APIs of Third-Party Services. We do not guarantee that every post will be published, or at the exact time: publishing may fail or be delayed because permissions have expired, platform limits, unsupported formats, network errors or other causes. You must check the outcome of publishing and reconnect accounts when asked.
Approvals collected through links record an action taken by whoever opens the link. Kelp Studio does not verify the identity of the approver and is not responsible for the relationship between you and your Clients, including disputes, approvals or lack of them, publications and fees.
We have no contractual relationship with Users’ Clients. It is up to you to agree with them on the use of their accounts, data and content.

Your Content

Content remains yours or its respective owners’. You grant us a non-exclusive, royalty-free, worldwide licence, transferable to our sub-providers, for the term of the Agreement and for as long as needed to delete it, to host, copy, process, adapt, transmit to Third-Party Services and display the Content solely to provide and protect the Service.
You represent and warrant that you hold all rights, licences, releases and consents needed for the Content you upload, import, have generated or publish, including those of your Clients, the people depicted and the owners of trademarks, music, fonts and images.
We do not use your Content to train artificial intelligence models.
Without any obligation to monitor in advance, we may remove or disable access to Content we reasonably consider unlawful or contrary to these Terms, and suspend the account concerned.

Prohibited uses

You may not use the Service, or allow others to use it, to:

publish or generate content that is unlawful, defamatory, misleading, discriminatory, violent, pornographic, involves minors inappropriately or infringes third-party rights;
send spam, run fake accounts, automate interactions not allowed by the platforms or get around their rules;
generate deepfakes or content that imitates real people without their consent;
breach data protection, advertising or consumer protection laws or the rules of Third-Party Services;
copy, decompile, reverse engineer, scrape data or attempt to access the source code, models or APIs in undocumented ways;
test the Service’s vulnerability, overload it or compromise its security;
resell, sublicense or offer the Service to third parties as your own service, unless agreed with us in writing;
build a competing product using the Service or its non-public information;
get around limits on projects, Tokens, plans or promo codes.

Plans, prices and payments

Plans, prices, included Tokens, included projects and extra project costs are those shown at the time of purchase. Prices are exclusive of VAT and other taxes, where applicable.
Monthly or yearly subscriptions are paid in advance and renew automatically for the same period, charging the payment method on file, unless cancelled before renewal.
Payments are handled by Stripe. You authorise us to charge the amounts due, including renewals, extra projects, Token top-ups and adjustments for plan changes.
We may change prices with at least 30 days’ notice by email or in the Service. The change applies from the next renewal; if you do not accept it, you can cancel before the renewal. Continuing to use the Service after the renewal counts as acceptance.
In case of non-payment we may, without notice, suspend or limit the Service, publishing and the use of Tokens until payment, plus late payment interest under Italian Legislative Decree 231/2002. After 30 days of non-payment we may terminate the Agreement.
Invoices are issued electronically with the details you provide. You are responsible for their accuracy.

Tokens

Tokens are a technical unit of measure for the use of AI features. They are not money, have no monetary value and cannot be refunded, exchanged or transferred to other accounts.
Plan Tokens are credited for each month of active subscription; top-ups are bought separately. We may change the Token cost of individual features, including in line with the model providers’ costs.
Unused Tokens are lost when the account is closed or the Agreement ends. We may introduce an expiry for accumulated Tokens with at least 30 days’ notice.
Free Tokens and promo codes may be revoked in case of abuse, are valid once per User and do not give rise to any refund.

Cancellation, refunds and plan changes

You may cancel your subscription at any time from the settings. Cancellation takes effect at the end of the period already paid, until which the Service remains active.
Payments are non-refundable, in whole or in part, including unused periods, unconsumed Tokens, extra projects, downgrades and early cancellation, unless required by law or we decide otherwise at our discretion case by case.
Upgrading takes effect immediately, charging the difference calculated by Stripe; downgrading takes effect from the next renewal. If you reduce your plan or projects, projects over the limit may be archived or made read-only.

Suspension and termination by us

We may suspend or limit the account, including without notice, if you breach or we reasonably suspect you are breaching the Agreement or the law, in case of non-payment, security risks or requests from authorities or Third-Party Services.
Under Art. 1456 of the Italian Civil Code, the Agreement terminates automatically, by simple email notice, if you breach the sections “Service for professionals only”, “Account and security”, “Prohibited uses”, “Plans, prices and payments” (point 5), “Tokens” (point 4) and “Your Content” (point 2), without prejudice to damages.
We may also withdraw from the Agreement at any time with 30 days’ notice; in this case, and only in this case, we refund the part of the subscription already paid and not used.
If the account is suspended or terminated because of you, you are not entitled to any refund and amounts due remain payable.

After the account is closed

When the Agreement ends, for any reason, access to the Service ends. You can export your data from the settings until the account is closed; after closure the Content is deleted within the times set out in the privacy policy and cannot be recovered. The sections that by their nature survive remain in force, including those on liability, indemnity, intellectual property, amounts due, governing law and jurisdiction.

Kelp Studio’s intellectual property

The Service, software, design, illustrations, trademarks, names, logos, Site copy and documentation belong to Kelp Studio or its licensors. We grant you a personal, limited, non-exclusive, non-transferable and revocable right to use the Service for the term of the Agreement and only for your business. All rights not expressly granted are reserved.

If you send us suggestions or feedback, we may use them freely and without compensation.

Disclaimer of warranties

To the fullest extent permitted by law, Kelp Studio gives no warranty, express or implied, on the Service and the Output, including warranties of fitness for a particular purpose, of business results (such as follower growth, reach, sales), of accuracy, continuity or absence of errors. You use the Service and the Output at your own risk.

Limitation of liability

To the extent permitted by Art. 1229 of the Italian Civil Code, Kelp Studio is not liable for indirect or consequential damage, loss of profits, revenue, clients, opportunities or goodwill, loss or corruption of data or Content, reputational damage, business interruption, platform penalties, nor for damage arising from Third-Party Services, the Output, missed, delayed or incorrect publishing, or disputes with your Clients.
In any case, Kelp Studio’s total liability for any claim relating to the Agreement shall not exceed the amount you actually paid Kelp Studio in the 12 months before the event that caused the damage, or 100 euros if you paid nothing.
The limitations in this section do not apply in case of wilful misconduct or gross negligence by Kelp Studio and in the other cases where the law does not allow them.
Any claim against Kelp Studio must be notified to us in writing, on pain of forfeiture, within 90 days of when you became aware of the facts.

Indemnity

You agree to indemnify and hold harmless Kelp Studio, its shareholders, directors, employees and suppliers from any damage, loss, cost, penalty and third-party claim (including your Clients, people depicted, rights holders, Third-Party Services and authorities), including reasonable legal fees, arising from: your Content and its use; the use and publication of the Output; breach of the Agreement, the law or third-party rights; your relationships with your Clients and Collaborators; the processing of personal data for which you are the controller.

Data protection and processing on the User’s behalf

For the personal data of your account and browsing, Kelp Studio is the controller under the privacy policy.
For personal data in the Content and for that of your Clients and Collaborators, you are the controller and Kelp Studio acts as processor under Art. 28 GDPR. This section is the data processing agreement. In particular Kelp Studio:
- processes the data only to provide the Service and on your instructions, which are those given by the Agreement and by your use of the features;
- binds the people authorised to process the data to confidentiality;
- takes appropriate security measures under Art. 32 GDPR;
- uses the sub-processors listed in the privacy policy, which you authorise generally; we will inform you of changes by updating the privacy policy, and you may object within 15 days by terminating the Agreement, as your sole remedy;
- assists you, as far as reasonable and taking into account the nature of the processing, with data subject requests and with the obligations in Articles 32-36 GDPR;
- notifies you without undue delay of personal data breaches it becomes aware of;
- on termination deletes the data within the times in the privacy policy, unless the law requires otherwise;
- makes available the information needed to demonstrate compliance with Art. 28 GDPR; any audit takes place with at least 30 days’ notice, once a year, at your expense and without access to other users’ data.
You warrant that you have a valid legal basis, have informed the data subjects and hold the necessary consents, including those to publish images and data of your Clients and third parties.

Partner program

Joining the partner program is subject to Kelp Studio’s approval, which it may refuse or revoke at any time at its discretion.
Commissions accrue only on payments actually collected from invited customers, at the percentage shown in the partner area; failed, refunded or disputed payments generate no commission, and commissions already paid may be offset against later ones.
Kelp Studio may change percentages, rules and duration of the program with 30 days’ notice, or end it; commissions already accrued remain due unless there is abuse.
The partner acts as an independent party: it is not an agent, employee or representative of Kelp Studio, cannot assume obligations in its name, nor make promises other than those on the Site. Spam, misleading advertising, bidding on the Kelp Studio brand in paid search ads and self-referrals are prohibited.
The partner is responsible for its own tax and social security obligations. In case of breach Kelp Studio may cancel commissions not yet paid.

Force majeure

Kelp Studio is not liable for failures or delays caused by events beyond its reasonable control, including failures of networks, hosting providers or Third-Party Services, cyber attacks, power outages, orders from authorities, strikes, pandemics, wars and natural events.

Changes to the Terms

We may change these Terms at any time. Changes will be notified to you by email or in the Service with at least 15 days’ notice and will apply from the date stated; changes required by law or due to new features may apply immediately. If you do not accept them you can cancel before they apply; continuing to use the Service after that date counts as acceptance.

Notices

Notices are sent to your account’s email address or in the Service and are deemed received when sent. Notices to Kelp Studio must be sent to info@kelpstudio.it or starbridge@pec.it.

General provisions

Assignment: Kelp Studio may assign the Agreement, in whole or in part, including to companies in its group or in case of transfer of the business or part of it; you may not assign it without our written consent.
Severability: if a clause is void or unenforceable, the others remain valid and the clause is replaced by the valid one closest to the parties’ intent.
No waiver: failure to exercise a right is not a waiver of it.
Evidence: the Service’s electronic records (logs, records of approvals, payments and Token consumption) constitute full evidence between the parties, unless proven otherwise.
Language: these Terms are drafted in Italian; in case of any inconsistency with this English translation, the Italian version prevails.

Governing law and jurisdiction

The Agreement is governed by Italian law, excluding the Vienna Convention on the International Sale of Goods. The Court of Udine has exclusive jurisdiction over any dispute relating to the Agreement.

Specific approval of clauses

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the User declares that they have read and specifically approve the following clauses: “Service for professionals only” (exclusion of the Consumer Code and of the right of withdrawal); “Account and security” (points 2 and 3, liability for use of the account); “The Service” (points 2, 3 and 4, unilateral changes to features and no availability guarantee); “Third-Party Services” (points 2 and 3, exclusion of liability); “Artificial intelligence and Output”; “Scheduled publishing and approvals”; “Your Content” (point 4, removal of Content and suspension); “Plans, prices and payments” (points 2, 4 and 5, automatic renewal, price changes, suspension); “Tokens” (non-refundability and loss of Tokens); “Cancellation, refunds and plan changes” (no refunds); “Suspension and termination by us” (suspension without notice, express termination clause, withdrawal by Kelp Studio); “After the account is closed”; “Disclaimer of warranties”; “Limitation of liability” (limits, cap and time bar); “Indemnity”; “Data protection and processing on the User’s behalf” (point 2, general authorisation of sub-processors and limits on audits); “Partner program”; “Changes to the Terms”; “General provisions” (points 1 and 4, assignment and evidential value of records); “Governing law and jurisdiction” (exclusive jurisdiction).