By using Manyads, the customer is agreeing to be bound by the below
agreement. If the customer is agreeing to the terms of service on behalf of or for the benefit
of their employer, then the customer represents and warrants that it has the necessary authority
to agree to the terms of service on behalf of their employer.
This agreement is between
Manyads, and the customer agreeing to these terms (Customer).
Use of
Service
Customer Owned Data
All data and files uploaded by Customer
remains the property of Customer, as between Actin and Customer (Customer Data). Customer grants
Manyads the right to use the Customer Data solely for purposes of performing under this
agreement.
Customer Responsibilities
Customer (i) must keep its
passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity
in its account in the Service; (iii) must use commercially reasonable efforts to prevent
unauthorized access to its account, and notify Manyads promptly of any such unauthorized access;
and (iv) may use the Service only in accordance with the Service's online user guide and
applicable law.
Manyads Support
ManyAds must provide customer
support for the Service under the terms of Manyads's Customer Support Policy (Support) which is
located at todobot.io, and is incorporated into this agreement for all purposes.
Newsletters
By creating an account on ManyAds you subscribe to our
newsletter. You can opt-out from your account by contact support. We will not send you any spam
or off-topic emails. Most of our emails consist of product updates, new product info,
notifications and special offers.
Third Party Services
The Service interoperates with Slack.com; Cisco
Spark and
HipChat, and depends on the continuing availability and access to Slack; Cisco Spark and
HipChat. If for any reason Manyads cannot access or use the above applications (including
without limitation, change in terms or increase in fees charged by Slack/Cisco Spark/HipChat),
Actin may not be able to provide all of the functions of its Service. No refund or credit will
be provided for temporary unavailability of any Slack/Cisco Spark/HipChat (for example,
maintenance windows), however if access to a Slack/Cisco Spark/HipChat is permanently not
available then Customer may terminate the affected order and Manyads will provide a refund to
Customer of any prepaid and unused fees for that
order.
Disclaimer
Manyads disclaims all warranties, including,
without limitation, the implied warranties of merchantability, title and fitness for a
particular purpose. While Manyads takes reasonable physical, technical and administrative
measureS to secure the Service, Manyads does not guarantee that the Service cannot be
compromised. Customer understands that the Service may not be error free, and use may be
interrupted.
Payment
Customer must pay all fees as specified on
the order, but if not specified then within 30 days of receipt of an invoice. Customer is
responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This
agreement contemplates one or more orders for the Service, which orders are governed by the
terms of this agreement.
Mutual Confidentiality
Definition of Confidential
Information
Confidential Information means all non-public information
disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing,
that is designated as confidential or that reasonably should be understood to be confidential
given the nature of the information and the circumstances of disclosure (Confidential
Information).
Manyads's Confidential Information includes without limitation the Service
(including without limitation the Service user interface design and layout, and pricing
information).
Protection of Confidential Information
The
Recipient must use the same degree of care that it uses to protect the confidentiality of its
own confidential information (but in no event less than reasonable care) not to disclose or use
any Confidential Information of the Discloser for any purpose outside the scope of this
agreement.
The Recipient must make commercially reasonable efforts to limit access to
Confidential Information of Discloser to those of its employees and contractors who need such
access for purposes consistent with this agreement and who have signed confidentiality
agreements with Recipient no less restrictive than the confidentiality terms of this
agreement.
Exclusions
Confidential Information excludes
information that: (i) is or becomes generally known to the public without breach of any
obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the
Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third
party without breach of any obligation owed to Discloser, or (iv) was independently developed by
the Recipient without use or access to the Confidential Information. The Recipient may disclose
Confidential Information to the extent required by law or court order, but will provide
Discloser with advance notice to seek a protective order.
Manyads Property
Reservation of
Rights
The software, workflow processes, user interface, designs, and other
technologies provided by Manyads as part of the Service are the proprietary property of Manyads
and its licensors, and all right, title and interest in and to such items, including all
associated intellectual property rights, remain only with Manyads.
Customer may not
remove or modify any proprietary marking or restrictive legends in the Service. Manyads reserves
all rights unless expressly granted in this
agreement.
Restrictions
Customer may not (i) sell, resell, rent
or lease the Service or use it in a service provider capacity; (ii) use the Service to store or
transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable,
unlawful or tortious material, or to store or transmit material in violation of third-party
rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv)
attempt to gain unauthorized access to the Service or their related systems or networks; (v)
reverse engineer the Service; or (vi) access the Service to build a competitive service or
product, or copy any feature, function or graphic for competitive purposes.
Aggregate
Data
During and after the term of this agreement, Manyads may use
non-personally identifiable Customer Data within the Service for purposes of enhancing the
Service, aggregated statistical analysis, technical support and other business purposes.
Liability
Limit
Exclusion of Indirect Damages
Manyads is not liable for any
indirect, special, incidental or consequential damages arising out of or related to this
agreement (including, without limitation, costs of delay; loss of data, records or information;
and lost profits), even if it knows of the possibility of such damage or loss.
Indemnity
If
a third-party claims against Manyads that any part of the Customer Data infringes or violates
that party's patent, copyright or other right, Customer will defend Manyads against that claim
at Customer's expense and pay all costs, damages, and attorney's fees, that a court finally
awards or that are included in a settlement approved by Customer, provided that Actin: promptly
notifies Customer in writing of the claim; and allows Customer to control, and cooperates with
Customer in, the defense and any related settlement.
Governing Law and
Forum
This agreement is governed by the laws of Netherlands (without regard
to conflicts of law principles) for any dispute between the parties or relating in any way to
the subject matter of this agreement.
Any suit or legal proceeding must be exclusively
brought in the federal or state courts for NSW, Netherlands and Customer submits to this
personal jurisdiction and venue.
Nothing in this agreement prevents either party from
seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any
litigation is entitled to recover its attorneys' fees and costs from the other party. Other
Terms
Other Terms
Entire Agreement and
Changes
This agreement and the order constitute the entire agreement between
the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral
or written, related to this subject matter.
Customer is not relying on any representation
concerning this subject matter, oral or written, not included in this agreement. No
representation, promise or inducement not included in this agreement is binding. No modification
of this agreement is effective unless both parties sign it, and no waiver is effective unless
the party waiving the right signs a waiver in writing.
No Assignment
Neither
party may assign or transfer this agreement or an order to a third party, except that this
agreement with all orders may be assigned, without the consent of the other party, as part of a
merger, or sale of substantially all the assets, of a party.
Independent
Contractors
The parties are independent contractors with respect to each
other.
Enforceability and Force Majeure
If any term of this
agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment
of monies, neither party is liable for events beyond its reasonable control, including, without
limitation force majeure events.
Money Damages Insufficient
Any
breach by a party of this agreement or violation of the other party's intellectual property
rights could cause irreparable injury or harm to the other party. The other party may seek a
court order to stop any breach or avoid any future breach.
Order of
Precedence
If there is an inconsistency between this agreement and an order,
the order prevails.
Survival of Terms
Any terms that by their
nature survive termination of this agreement for a party to assert its rights and receive the
protections of this agreement, will survive. The UN Convention on Contracts for the
International Sale of Goods does not apply.
Feedback
By
submitting ideas, suggestions or feedback to Manyads regarding the Service, Customer agrees that
such items submitted do not contain confidential or proprietary information; and Customer hereby
grants Manyads an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use
such items for any business purpose.
