These Terms of Service govern access to and use of ShookAI, a creative analytics and intelligence service provided by Shook Digital Oy (Business ID 3217492-9, Käenkuja 3 a A, 00500 Helsinki, Finland) ("ShookAI"). They apply to every Order Form that refers to them.
1. Definitions
1.1 "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 "Aggregated Data" means statistical, aggregated or otherwise anonymised data that is derived from Customer Data or from the use of the Service, that is not directly or indirectly identifiable to Customer, its brands, its Users or any natural person, and from which Customer Data cannot be reconstructed. Examples include performance metrics, benchmarks, creative attribute labels (such as hook type, pacing, format and length), usage statistics and model evaluation results. Aggregated Data never includes Customer's creatives themselves.
1.3 "Agreement" means the Order Form, these Terms and the DPA.
1.4 "AI Features" means features of the Service that use machine learning or generative AI models, including automated video analysis, creative taxonomy labelling, audits, insights, personas and AI chat.
1.5 "Connected Account" means an advertising account or other third-party account (such as TikTok Ads Manager or Meta Ads Manager) that Customer connects to the Service.
1.6 "Customer" means the entity named as the customer in the Order Form.
1.7 "Customer Data" means all data and content that Customer or its Users submit to the Service, or that the Service retrieves from Connected Accounts on Customer's behalf, including advertising performance data, creatives (videos, images and text), context documents and brand material, but excluding Aggregated Data.
1.8 "Documentation" means the user guides and help materials for the Service that ShookAI makes available from time to time.
1.9 "DPA" means the ShookAI Data Processing Addendum published at https://shook.ai/legal/dpa.
1.10 "Fees" means the fees set out in the Order Form and any fees for add-ons ordered later.
1.11 "Minimum Term" means the minimum commitment period stated in the Order Form, if any.
1.12 "Order Form" means an ordering document or online order that refers to these Terms and has been accepted by both parties.
1.13 "Organization" means a separate organization account in the Service, under which Customer's Connected Accounts, Users and Customer Data are managed.
1.14 "Output" means content generated for Customer by the AI Features on the basis of Customer Data or Customer's inputs, such as audit reports, insights, briefs and labels.
1.15 "Personal Data" has the meaning given in the EU General Data Protection Regulation (EU) 2016/679 ("GDPR").
1.16 "Platform Terms" means the terms, policies and API rules of the providers of Connected Accounts.
1.17 "Service" means the ShookAI software-as-a-service, including the AI Features, the Documentation and any updates, in the plan and scope set out in the Order Form.
1.18 "Subscription Term" means the period from the Start Date in the Order Form until the subscription ends under Section 10.
1.19 "User" means an individual whom Customer authorises to use the Service under Customer's account.
2. The Agreement
2.1 The Agreement is formed when both parties sign or accept an Order Form. These Terms apply to the exclusion of any purchasing or other terms proposed by Customer.
2.2 If the documents conflict, they apply in the following order: (i) special terms in the Order Form, (ii) the DPA as regards the processing of Personal Data, (iii) these Terms and (iv) the rest of the Order Form.
2.3 The current version of these Terms, published at https://shook.ai/legal/terms, applies. Changes take effect as set out in Section 17.
2.4 The Agreement is separate from and independent of any other agreement between Customer and Shook Digital Oy, including agreements for content production services. Neither agreement amends, extends or relies on the other.
3. Access to the Service
3.1 Access right. Subject to payment of the Fees, ShookAI grants Customer a non-exclusive, non-transferable and non-sublicensable right for its Users to access and use the Service during the Subscription Term for Customer's internal business purposes, within the limits of the Order Form.
3.2 Plan scope and fair use. The Order Form sets the scope of Customer's plan, such as the number of Organizations, Connected Accounts and audits, and ShookAI may enforce this scope technically. The AI Features are subject to fair use. If Customer's use materially exceeds the normal use of customers on the same plan, for example through automated or bulk use of AI chat or audits, ShookAI may limit that use after notifying Customer, and the parties shall agree on a reasonable solution, which may include moving to a larger plan.
3.3 Users. User accounts are personal and may not be shared. Customer is responsible for the acts and omissions of its Users and for keeping their credentials secure, and shall notify ShookAI without delay of any suspected unauthorised access.
3.4 Agencies. If Customer uses the Service on behalf of its own clients, Customer is responsible for obtaining the necessary rights and authorisations from those clients. Customer's clients are not parties to or beneficiaries of the Agreement.
3.5 Changes to the Service. The Service is at an early stage of development and ShookAI develops it continuously, so features may be added, changed or removed more often than in established software. ShookAI shall not materially reduce the core functionality of Customer's plan during the Subscription Term. If it does, Customer may terminate the affected part of the Service and receive a pro rata refund of any prepaid Fees for it.
3.6 Trials and beta features. Free trials, pilots and features marked as beta or preview are provided "as is", may be changed or discontinued at any time, and are excluded from ShookAI's warranties, indemnities and support commitments to the extent permitted by law. ShookAI's total liability for free trials and pilots is limited to one hundred euros (EUR 100). ShookAI may delete Customer Data from a trial thirty (30) days after the trial ends unless Customer signs an Order Form.
3.7 Availability and support. ShookAI uses commercially reasonable efforts to keep the Service available, excluding scheduled maintenance and events outside its reasonable control. No service level applies unless agreed in the Order Form. Support is provided on Finnish business days by email, Slack or another channel agreed with Customer.
4. Connected Accounts and third-party platforms
4.1 Customer authorises ShookAI to access its Connected Accounts through the relevant APIs on Customer's behalf. Access is read-only unless a feature expressly requires otherwise and Customer enables it.
4.2 Customer warrants that it is authorised to connect each Connected Account and that doing so complies with the applicable Platform Terms.
4.3 The Service depends on third-party APIs and platforms. ShookAI is not responsible for changes, limitations, outages or revocation of access by platform providers, but shall use reasonable efforts to adapt the Service to them. If a platform permanently withdraws access so that a core feature of Customer's plan becomes unavailable, either party may terminate the affected part of the Service, and Customer shall receive a pro rata refund of any prepaid Fees for it.
4.4 Customer may disconnect a Connected Account at any time, after which ShookAI stops retrieving new data from it.
5. Acceptable use
5.1 Customer shall not, and shall ensure that its Users do not:
- (a) resell or sublicense the Service or make it available to third parties, except as permitted in Section 3.4;
- (b) copy, modify, decompile or reverse engineer the Service, except to the extent permitted by mandatory law;
- (c) use the Service, its Outputs or its benchmarks to build or train a competing product or model, including by systematically extracting data from the Service;
- (d) circumvent usage limits, security measures or access controls, or use automated means to access the Service other than through documented interfaces;
- (e) submit content that is unlawful or infringes third-party rights;
- (f) submit special categories of Personal Data (GDPR Art. 9) or Personal Data of advertising audiences; or
- (g) use the AI Features in breach of applicable law, including to make decisions that produce legal or similarly significant effects on individuals.
5.2 ShookAI may suspend access in whole or in part if Customer breaches this Section 5 or if Customer's use poses a security or legal risk to the Service or to others. ShookAI shall give prior notice where reasonably possible and restore access once the cause has been resolved.
6. Customer Data
6.1 Ownership. As between the parties, Customer and its licensors own all Customer Data. Nothing in the Agreement transfers ownership of Customer Data to ShookAI.
6.2 Licence to ShookAI. Customer grants ShookAI a non-exclusive, non-transferable (except under Section 18.2), worldwide and royalty-free licence to host, copy, process, analyse, transmit and display Customer Data for the purposes of: (a) providing, securing and supporting the Service for Customer; (b) exercising ShookAI's rights and performing its obligations under the Agreement; and (c) improving and developing the Service, including the analytics features described in the Documentation, provided that ShookAI uses only Aggregated Data for the purposes in sub-clause (c). The licence includes the right to sublicense these rights to ShookAI's subcontractors to the extent necessary for the performance of ShookAI's obligations.
6.3 Use restriction. ShookAI shall not access or use Customer Data except as set out in Section 6.2, on Customer's instructions (for example, when Customer requests support) or as required by law. ShookAI shall not sell Customer Data or disclose it to other customers.
6.4 Aggregated Data. ShookAI may create Aggregated Data and use it, during and after the Subscription Term, to analyse, improve, support, operate and develop the Service and its other products, including building industry benchmarks and training and evaluating models under Section 7, provided that such data is not directly or indirectly identifiable to Customer, its brands, its Users or any natural person. ShookAI may also publish Aggregated Data and insights derived from it, for example in industry reports, studies, press releases, presentations and marketing materials. Benchmarks shown to other customers and Aggregated Data published by ShookAI are combined and presented so that no single advertiser's data can be identified or inferred, and they never name or show Customer, its brands or its creatives without Customer's prior written approval. ShookAI owns all Aggregated Data.
6.5 Customer warranties. Customer warrants that it has all rights, consents and legal grounds needed to submit Customer Data and to grant the licence in Section 6.2, and that the use of Customer Data in accordance with the Agreement will not: (i) breach applicable law; (ii) infringe the intellectual property rights or other legal rights of any person; or (iii) give rise to any cause of action against ShookAI, in each case in any jurisdiction.
6.6 Security. ShookAI implements appropriate technical and organisational measures to protect Customer Data, as described in Section 11 of the DPA.
6.7 Own copies. The Service is not an archive. Customer is responsible for keeping its own copies of any Customer Data that it needs to retain.
7. AI Features and model training
7.1 AI providers. The AI Features may use models of third-party AI providers, which are listed as subprocessors under the DPA. ShookAI contractually requires these providers not to use Customer Data to train or improve their own models, and to retain it only as needed to provide their service to ShookAI.
7.2 No training on Customer Data. ShookAI shall not use Customer Data, including Customer's creatives and the Outputs generated for Customer, to train, fine-tune or otherwise develop machine learning models that are made available to anyone other than Customer, except after such data has been converted into Aggregated Data in accordance with Section 6.4. Any wider use requires Customer's prior written consent, for example in the Order Form.
7.3 Customer-specific configuration. Context documents, personas, labels and other configurations that Customer creates in the Service are used only to provide the Service to Customer.
7.4 Outputs. As between the parties, Customer owns the Outputs to the extent that they are capable of protection, and may use them for any lawful business purpose, including after the Agreement ends. Customer acknowledges that similar Outputs may be generated for other customers, and that the methods, prompts, taxonomies and templates that ShookAI uses to produce Outputs remain ShookAI's property.
7.5 Nature of AI. Outputs are generated by probabilistic models and may be inaccurate, incomplete or unsuitable for Customer's purposes. Outputs do not guarantee any advertising result. Customer is responsible for reviewing Outputs and for its own decisions on creatives, media spend and campaigns.
7.6 AI regulation. Each party complies with the obligations of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) that apply to it. ShookAI provides the information that Customer reasonably needs for its transparency obligations. The Service is not designed for the high-risk uses listed in that Regulation.
8. Intellectual property
8.1 ShookAI and its licensors own the Service, its software, models, prompts, creative taxonomies, benchmarks, Documentation and Aggregated Data, and all improvements and modifications to them, including any based on Feedback.
8.2 If Customer or its Users give suggestions or feedback about the Service ("Feedback"), ShookAI may use it freely, without obligation or payment.
8.3 Customer grants ShookAI a non-exclusive licence to use Customer's names, logos and brand material only as needed to provide the Service and as permitted in Section 16.
8.4 No rights are granted except as expressly set out in the Agreement.
9. Fees and payment
9.1 Customer pays the Fees set out in the Order Form. The Fees exclude value added tax and other taxes, which are added in accordance with applicable law.
9.2 The subscription is ongoing and the Fees are recurring. Unless the Order Form states otherwise, recurring Fees are invoiced monthly in advance and one-off fees on the Start Date, with fourteen (14) days' payment terms. A partial first month is invoiced pro rata. If Customer pays by card, Customer authorises ShookAI to charge the card each month.
9.3 Interest on overdue payments accrues in accordance with the Finnish Interest Act (633/1982). If a payment is more than fourteen (14) days overdue, ShookAI may suspend the Service after written notice until payment is received. A payment delay of more than thirty (30) days is a material breach.
9.4 Fees are non-cancellable and non-refundable, except as expressly stated in the Agreement.
9.5 ShookAI may change the Fees by written notice at least sixty (60) days before the change takes effect. If Customer does not accept the change, it may terminate the subscription with effect from the date on which the change takes effect, also during a Minimum Term.
9.6 Add-ons ordered during the Subscription Term are invoiced from the month in which they are activated, pro rata for the first month, and form part of the recurring Fees thereafter.
9.7 If ShookAI's costs of providing the Service increase materially because third-party AI model providers or platform providers change their pricing or terms, ShookAI may adjust the Fees to reflect the increase by written notice at least thirty (30) days before the adjustment takes effect. Customer may terminate the subscription with effect from that date, also during a Minimum Term.
10. Term and termination
10.1 The Agreement remains in force until the subscription ends.
10.2 The subscription continues until terminated. Either party may terminate it by written notice of at least one (1) month, effective at the end of a calendar month, but not before the end of any Minimum Term. A downgrade requires the same notice and takes effect from the start of the following billing month.
10.3 A party may terminate the Agreement with immediate effect by written notice if the other party (i) materially breaches the Agreement and fails to remedy the breach within thirty (30) days of written notice, or (ii) is declared bankrupt, enters into liquidation or otherwise ceases its payments.
10.4 When the subscription ends: (a) Customer's access to the Service ends; (b) Customer pays all Fees accrued up to the effective date; (c) if Customer terminates for ShookAI's breach, ShookAI refunds any Fees prepaid for the period after the termination date; (d) Customer may request an export of its Customer Data and Outputs within thirty (30) days after the end date; and (e) ShookAI deletes Customer Data within ninety (90) days after the end date, unless the law requires retention. Deleted data is removed from backups in the normal backup cycle. Aggregated Data is not affected.
10.5 Switching provider. Where the EU Data Act (Regulation (EU) 2023/2854) applies, Customer may at any time give one (1) month's notice to switch to another provider or to its own systems. During that notice period and a data retrieval period of thirty (30) days after it, ShookAI shall provide reasonable assistance and an export of Customer Data and Outputs in a commonly used, machine-readable format, without switching charges. Fees for the remainder of a Minimum Term remain payable to the extent permitted by the Data Act.
10.6 Provisions that by their nature are intended to survive the end of the Agreement survive it, including Sections 6.4, 7.4, 8, 10.4, 11, 14, 15 and 18.
11. Confidentiality
11.1 Each party ("Recipient") shall keep confidential all information received from the other party ("Discloser") that is marked as confidential or should reasonably be understood to be confidential, including the terms of the Order Form, pricing, Customer Data, and technical and business information about the Service ("Confidential Information").
11.2 Recipient shall (i) not disclose Confidential Information to third parties, (ii) use it only to perform its obligations or exercise its rights under the Agreement, and (iii) protect it with at least reasonable care.
11.3 Recipient may disclose Confidential Information to its Affiliates, employees, advisers and subcontractors who need to know it and are bound by equivalent confidentiality obligations. Recipient is liable for their compliance. Recipient may also disclose Confidential Information when required by law, after notifying Discloser where legally permitted.
11.4 These obligations do not apply to information that (i) is or becomes public without a breach of the Agreement, (ii) Recipient already knew without a confidentiality obligation, (iii) Recipient lawfully receives from a third party without a confidentiality obligation, or (iv) Recipient develops independently.
11.5 The obligations continue for five (5) years after the Agreement ends, and for trade secrets for as long as they remain trade secrets. Personal Data remains subject to the DPA.
12. Data protection
12.1 To the extent that ShookAI processes Personal Data on Customer's behalf in providing the Service, the DPA applies and forms part of the Agreement.
12.2 ShookAI acts as an independent controller for the Personal Data of Users and Customer contacts that it processes for account administration, billing, security and communications, as described in its privacy policy at https://shook.ai/legal/privacy.
12.3 The Service is designed to process advertising performance data that platform providers have already aggregated. Customer shall not configure the Service to ingest Personal Data of advertising audiences.
13. Warranties
13.1 ShookAI warrants that the Service performs materially in accordance with the Documentation and is provided with reasonable skill and care. Customer shall notify ShookAI of any breach of this warranty within thirty (30) days of discovering it. ShookAI shall then correct the non-conformity or, if it cannot do so within a reasonable time, Customer may terminate the affected part of the Service and receive a pro rata refund of any prepaid Fees for it. This is Customer's sole remedy for a breach of this warranty.
13.2 Each party warrants that it has the authority to enter into the Agreement.
13.3 Except as expressly stated in the Agreement, the Service and the Outputs are provided "as is". To the fullest extent permitted by law, ShookAI disclaims all other warranties, including warranties of accuracy, fitness for a particular purpose, advertising results and uninterrupted operation.
14. Indemnities
14.1 By ShookAI. ShookAI shall defend Customer against third-party claims alleging that the Service, as provided by ShookAI and used in accordance with the Agreement, infringes that third party's intellectual property rights, and shall pay any damages finally awarded or agreed in a settlement. This does not apply to claims arising from Customer Data, Customer's modifications, combination with items not provided by ShookAI, or a breach of the Agreement. If such a claim is made or is likely to be made, ShookAI may obtain the right for Customer to continue using the Service, modify or replace the Service, or terminate the affected part and refund any prepaid Fees for it.
14.2 By Customer. Customer shall defend ShookAI against third-party claims arising from Customer Data, Customer's breach of Section 5 or 6.5, or Customer's use of Outputs in its advertising, including its compliance with marketing laws, and shall pay any damages finally awarded or agreed in a settlement.
14.3 Procedure. The indemnified party shall promptly notify the indemnifying party in writing, let it control the defence and settlement, and give it reasonable assistance at the indemnifying party's cost. This Section 14 states each party's sole remedy for such third-party claims.
15. Limitation of liability
15.1 Neither party is liable for indirect or consequential damages, including loss of profit, revenue, advertising spend or goodwill, or loss or corruption of data.
15.2 Each party's total aggregate liability under the Agreement is limited to the Fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to the claim.
15.3 The limitations in this Section 15 do not apply to (i) wilful misconduct or gross negligence, (ii) a breach of Section 11 (Confidentiality), (iii) indemnity obligations under Section 14, (iv) Customer's breach of Section 5, or (v) Customer's obligation to pay the Fees. Liability for the processing of Personal Data is subject to the DPA.
15.4 Claims must be made within six (6) months of the date on which the claiming party discovered or should have discovered the grounds for the claim, and no later than six (6) months after the Agreement ends.
16. Reference rights
16.1 During the Subscription Term, ShookAI may include Customer's name and logo on its website and in press releases, promotional and sales materials, and customer lists.
16.2 Case studies describing Customer's results require Customer's prior written approval.
17. Changes to these Terms
17.1 ShookAI may update these Terms by publishing a new version at https://shook.ai/legal/terms and notifying Customer's account administrators by email at least thirty (30) days before the new version takes effect.
17.2 If a change materially reduces Customer's rights or increases its obligations, Customer may terminate the subscription by written notice before the change takes effect, with effect from that date, also during a Minimum Term. This does not apply to changes required by law or changes that relate only to new features.
17.3 Each version of these Terms states its effective date.
18. General
18.1 Force majeure. Neither party is liable for any delay or failure caused by events beyond its reasonable control that it could not reasonably have foreseen or avoided, including failures of public networks, cloud infrastructure or third-party platforms. Either party may terminate the Agreement if such an event lasts for more than forty-five (45) days.
18.2 Assignment. Neither party may assign the Agreement without the other party's written consent, except that ShookAI may assign it to an Affiliate or to a successor in a merger, acquisition, reorganisation or transfer of the ShookAI business by notifying Customer.
18.3 Subcontractors. ShookAI may use subcontractors and is responsible for their performance as for its own.
18.4 Notices. Notices must be in writing and may be given by email: to ShookAI at legal@shook.ai, and to Customer at the contact address given in the Order Form.
18.5 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals and discussions.
18.6 Other. If a provision is held invalid, the remaining provisions stay in force, and the parties shall replace the invalid provision with a valid one that is closest to its intent. No waiver is effective unless made in writing. The parties are independent contractors. The Agreement creates no rights for third parties. Each party complies with applicable export control and sanctions laws.
18.7 Language. The Agreement is made in English, which prevails over any translation.
18.8 Governing law. The Agreement is governed by the laws of Finland, excluding its choice of law rules and the UN Convention on Contracts for the International Sale of Goods.
18.9 Disputes. The parties shall first seek to resolve any dispute through good-faith negotiation. A dispute that is not resolved within sixty (60) days is finally settled by arbitration under the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration is Helsinki and the language is English. The claimant may instead bring the dispute before the Helsinki District Court. ShookAI may always claim unpaid Fees in the courts of Customer's domicile, and either party may seek interim relief from a competent court.