You acknowledge and accept the following terms (the “Terms”), including Shoplazza Terms of Service , Shoplazza Privacy Policy and Shoplazza Acceptable Use Policy (collectively, the “Shoplazza Terms”), which are incorporated herein by reference, which constitute the entire agreement between you and us with respect to your use of AdPilot and the services, functions, and features included (the “Services”). If you have any questions about these Terms, or you are unwilling to accept these Terms in whole or in part, please do not use or cease using our Services immediately. In case of any conflict between these Terms and the Shoplazza Terms, these Terms shall prevail only within the scope of the Services.
1. To use the Services, you must have and maintain an active account (the “Platform Account”) with the advertising platform (the “Advertising Platform”) where you intend to post the ads created through the Services and link it to the Services. You can unlink your Platform Account at any time, which will result in the immediate suspension of the Services until a valid Platform Account is linked again.
2. To create an ad campaign, you must have a positive balance with enough funds to cover the costs of running the ads (the “Ad Campaign Budget”) and the charge of the Services provided (the “Service Fee”). For each ad campaign to be posted, the amount deducted from your balance will be displayed when you create the ad campaign. We have the right to adjust the rate of the Service Fee from time to time (the “Adjustment”) at our sole discretion. We will give you seven (7) days’ advance notice of any Adjustment that will take effect via phone, email and/or admin portal. If you continue to use our Services after the Adjustment takes effect, you are agreeing to be bound by the adjusted rates. For the avoidance of doubt, all sums payable by you under these Terms shall be paid free and clear of any deductions or withholdings whatsoever.
3. Your ad campaign will incur real-time costs against specified Ad Campaign Budget, and the ad campaign will automatically stop if the budget is depleted. If your balance is insufficient to pay for any fees incurred, you will be unable to access and use the Services until all outstanding fees are paid in full. If the outstanding fees remain unpaid for forty-eight (48) hours following the restriction of your access to the Services, we reserve the right to terminate the Services, however, which does not relieve you of your obligation to pay us any outstanding fees and any other liabilities under applicable laws, and we reserve the right to deduct such outstanding fees from your Authorized Payment Method connected with your Shoplazza Account. Unless otherwise specified, all prepaid amounts and any charges are non-refundable. Balance and remaining Ad Campaign Budget can be accessed through the admin portal, but please note that there may be delays in updating the data contained therein.
4. You are solely responsible for accessing and using the Services. You must use the Services only (i) in a lawful manner and in compliance with all applicable laws and regulations; (ii) in accordance with these Terms, the Shoplazza Terms and any other documentation from us, and any terms, conditions, rules and policies from the Advertising Platform, and any other documentation directed to the Services and the Platform Account; and (iii) in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of our rights or those of any other person or entity. If anyone brings a claim against us, our affiliates, licensors, service providers and subcontractors, and/or each of our or their respective officers, directors, agents, professional consultants, employees or representatives, arising from or in connection with your acts or omissions relating to use of our Services, including, without limitation, actual or alleged violation of any laws, rules, regulations or other legal rights, or any breach of any term in these Terms, we have the right to directly take measures including but not limited to suspending or terminating your use of the Services, or require you to take effective corrective measures immediately, and reserve the right to pursue your liability for the default , and you shall indemnify and hold us and each of the parties identified above harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
5. Through the Services, you may access certain preset advertising templates (the “Templates”) for reference. The particular Template made available to you will vary depending on the targeting parameters, audience segments, and other factors you define when using the Services. The Templates, including the wording and images contained therein, can only be accessed within the Services, and you are not authorized to use them in any way outside of our Services. These Terms do not consider us to have an obligation to review any content you create and post. You shall be responsible for all content you create and post, while we have the right to supervise, review and monitor your content. We could determine unilaterally whether the content you create or post comply with laws and regulations or the Terms, and we reserve the right to restrict or refuse to provide the Services in connection with the illegal, inappropriate or disturbing content, and require you to correct it in a designated period, suspend or terminate your use of the Services.
6. YOU AGREE TO USE OUR SERVICES AT YOUR OWN RISK. OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OR FEATURE OF OUR SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE. OPERATION OF OUR SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE MAKE NO REPRESENTATION OR WARRANTIES AS TO THE QUALITY, SUITABILITY, USEFULNESS, ACCURACY, OR COMPLETENESS OF OUR SERVICES OR ANY MATERIALS CONTAINED THEREIN.
7. We shall not, in any way, based on any cause (whether in contract, tort or otherwise), be responsible for any profit, gain, expected profit or business loss, or any indirect, incidental, special, punitive, or exemplary damages. These limitations of liability shall apply no matter whether we have been advised of the possibility of such damages, or whether such damages were reasonably foreseeable.
8. If the Services is affected by force majeure such as typhoons, earthquakes, tsunamis, floods, power outages, wars, hackers, government actions, control and network technology reasons, communication network failures, etc., or service outage or disruption of service provider, change of the user policies of the service providers, line obstruction or blocking by the service providers, the end-user’s location or other reasons beyond our reasonable control, causing the Services occurs errors, delays, interruptions, inability to transmit messages, repeated sending of messages, or garbled characters when reading messages, you understand and agree that we do not assume any responsibility.
9. We, our licensors, and our service providers exclusively own all right, title, and interest in and to our Services and all associated intellectual property rights. You acknowledge that our Services are protected by copyright, trademark, and other rights under applicable laws. You agree not to remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying our Services.
10. We shall have the right to modify, discontinue, suspend, or terminate all or part of the operation of our Services and/or your access to our Services at any time, in our sole and absolute discretion and without any notice. We shall assume no responsibility for any such modification, suspension, or termination.
11. We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time, at our sole and absolute discretion, including, without limitation, making any updates to satisfy business, legal or policy requirements. All changes will be effective as soon as we post them within the Application. If you are unwilling to accept all or part of the provisions of any future updated version of these Terms, you must not use or must immediately cease your use of our Services. If you continue to use our Services after we have posted the updated version of these Terms, you are agreeing to be bound by the updated version of these Terms.
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