Welcome to our website https://relsa.io/ (the "Site"). These Terms of Service ("Terms") are a legally binding contract for the use of services and software through the Site between you as a natural or legal person ("Customer") and RELSA, INC., a legal entity with offices located at 19709 Middletown, Delaware, USA ("Provider") and (Customer and together with Provider, the "Parties", and each a "party").

By accessing or using the Site, Customer accepts these Terms (on their behalf of themself or the entity they represent). The Customer represents and warrants that they have the right, authority, and capacity to enter into these Terms (on their behalf of themself or the entity they represent and its affiliates). If you disagree with these Terms, please do not access or use the Site.

PRIVACY POLICY: By accepting these Terms, the Customer agrees to be bound by our Privacy Policy, which is available at https://relsa.io/policy.

PLEASE NOTE. Our Site is currently in test mode. This means we are still developing and refining our Site to provide you with the best possible experience. During this test mode, we cannot guarantee the same level of stability and reliability that you would expect from a fully launched product. For these reasons, some Site functions can become limited or inaccessible, like receiving recommendations for optimising Advertising Campaigns and Advertising Creatives based on the Provider’s machine-learning-based cueing system. The following provisions of these terms shall not be applicable during the test mode: clause 2.2.6, section 5.

CONTACT US. We welcome your feedback and sincerely apologise in advance for any errors that may occur while we are in test mode. If you have any questions, complaints, or claims, please contact us via e-mail at support@relsa.io or our mailing address: 651 N Broad St, Suite 201, Middletown, Delaware, 19709.

AGREED TERMS

Capitalised terms used in these Terms shall have the meaning outlined in Clause 1.2.
Definitions and rules of interpretation in this clause apply in these Terms:

Ad Account means Customer’s account registered with an Advertising Network;

Advertising Campaign means a set of Advertising Creatives that were created for use in an Advertising Network;

Advertising Creative means a set of files (videos, pictures and others) uploaded by the Customer or the Authorised User to the Site and other relevant information (description of the creatives, tags, and others);

Advertising Network means an online advertising program that is used to promote business, help sell products or services, raise awareness, and increase traffic to the Customer’s website, etc. (e.g., Google Ads, Facebook Ads, and others);

Authorised Users mean, in relation to the Customer, its employees, agents, officers, contractors, subcontractors, representatives, and advisers of the Customer whom the Customer authorises to use the Site and Services;

Network Data means all information that the Customer submit or collect via Advertising Network;

Customer Subscription means the total cost of the Service within the selected Tariff;

Effective Date means the date of this legally binding contract;

Harmful Code means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorised access to or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (b) prevent the Customer or any Authorized User from accessing or using the Services as intended by these Terms.

Normal Business Hours means 9 am to 9 pm Delaware time EDT, each business day;

Renewal Period means the successive periods of one month or one year (depends on the applicable Tariff);

Representatives mean, in relation to a party, its employees, officers, contractors, subcontractors, representatives, and advisers;

Service Order means a mutually agreed document by which the Customer agrees to purchase the Services and/or additional services according to these Terms and/or specific terms and instructions;

Services means has the meaning given in Clause 2.1;

Subscription Fees means the fees payable by the Customer to the Provider for the Customer Subscription within the selected Tariff available at https://relsa.io/pricing or within the Service Order;

Subscription Term means being the Effective Date together with any subsequent Renewal Periods;

Free Term means the period during which the Customer and/or Authorised Users have access to the Free Services;

Free Services means the Services or features that the Provider makes available to the Customer on a free basis with a limited range of capabilities within the Free Term;

Tariffs mean the range of capabilities of the Site with different systems of rates for the Customer Subscription depending on the scope of the Services.

The following rules of interpretation will apply unless otherwise stipulated by these Terms:

сlause, schedule, and paragraph headings shall not affect the interpretation of these Terms;
a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors, or permitted assigns;
unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular;
unless the context otherwise requires, a reference to one gender shall include a reference to the other gender;
references to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

SERVICES

Free Services. The Provider provides the Free Services to the Customer on a Software-as-a-Service (SaaS) basis upon registration on the Site during the Free Term. That period is only applicable once to a personal Customer’s account with limited capabilities. The Free Services are available to the Customer until the start date of their paid subscription with the selected Tariff.
Subject to and conditioned on Customer’s and its’ Authorized Users’ compliance with these Terms, during the Subscription Term, the Provider provides to the Customer on a SaaS basis the Site for the following:

to customise and control Advertising Campaigns,
to create, store, and manage Advertising Creatives and single files uploaded on the Site,
to transfer and place Advertising Creatives in Advertising Networks,
to get analytics on Advertising Creatives, Advertising Campaigns, and other single files on the Site,
to communicate internally with a team (Authorized Users or Customers),
to receive recommendations for optimising Advertising Campaigns and Advertising Creatives based on the Provider’s machine-learning-based cueing system and other capabilities of the Site’s software (hereinafter "Services").

The range of capabilities depends on the selected Tariff and/or Service Order.

Subject to the terms and conditions of these Terms, the Provider hereby grants to the Customer a non-exclusive, non-assignable, royalty-free, worldwide limited right to access and use the Free Services or the Services, to permit the Customer and the Authorised Users to use the Site and the Free Services or Services during the Free Term or Subscription Term solely for the Customer’s internal business operations.
The Provider shall, during the Free Term or Subscription Term, provide the Free Services or Services to the Customer on and subject to the terms and conditions of these Terms.
The Free Services and Services (including Site software) are provided "as is" with no explicit or implied warranties regarding its properties. The Provider is not liable if the reality does not meet the Customer’s expectations.
The Provider shall use commercially reasonable endeavours to make the Site and Free Services or Services available 24 hours a day, seven days a week, except for:

planned maintenance carried out during the maintenance window of 9 pm to 9 am Delaware time (EDT) time; and
unscheduled maintenance performed outside Normal Business Hours provided that the Provider has used reasonable endeavours to give the Customer notice in advance.

The Provider will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Provider’s standard customer support services during Normal Business Hours in effect when the Services are provided. The Provider will deliver the usual customer support services via e-mail support@relsa.io.
The Provider reserves the right, in its sole discretion, to make any changes to the Free Services and Services that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of the Provider’s services to its customers, (ii) the competitive strength of or market for Provider’s services or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may request changes to the Services in writing at any time during the Term. No requested changes will be effective unless and until mutually agreed upon in a written change order.
The Provider may, from time to time at its discretion, engage third parties to perform Free Services and Services.
The Provider may, directly or indirectly, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s access to or use of all or any part of the Free Services and Services, without incurring any resulting obligation or liability, if:

The Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires the Provider to do so; or
The Provider believes, in its sole discretion, that:

The Customer or any Authorized User has failed to comply with these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorised under these Terms or in any manner that does not comply with any instruction or requirement of the agreed Service Order;
The Customer or any Authorized User has failed to comply with the terms and conditions, API and Advertising policies of Advertising Networks, and applicable local, state, federal, or foreign laws or regulations (regarding requirements for advertising);
The Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or

These Terms expire or are terminated.

This Clause 2.10 does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under these Terms.

These Terms shall not prevent the Provider from entering similar contracts with third parties or from independently developing, using, selling, or licensing Service Order, products, and/or services that are similar to those provided under these Terms.

AUTHORISATION

Under these Terms, the Provider hereby authorises the Customer to access and use the Site in accordance with the conditions and limitations outlined in these Terms and/or the agreed Service Order.
During the Free Tier and/or Subscription Term, the Customer may send an invitation through the Site to their potential Authorized Users in accordance with the selected Tariff. After registration, the Authorized User will receive access to the Service as described in these Terms and/or the applicable Service Order with/without limitations detailed in the selected Tariff. The Customer must ensure that all access, use, and receipt by Authorized Users are subject to and in compliance with these Terms.
The Customer agrees that it is solely the Customer’s responsibility to (a) inform potential Authorized Users of any relevant Provider terms and policies that may impact the using the Services and processing of Network data; (b) obtain any rights, permissions, or consents from potential Authorized Users that are necessary for the lawful use of their data and the operation of the Free Services or Services and use the Site;
The Customer or Authorized User must be registered on the Site to access or use Free Services and/or Services. For registration, the Customer or Authorized User shall provide the Provider with the following information:

name;
e-mail address;

The Provider shall process the Customer's and Authorized User's personal data in accordance with the Privacy Policy, available at https://relsa.io/policy.
Upon registration on the Site, the Provider shall assign a personal account. The Customer shall be solely responsible for maintaining the confidentiality and security of the login and password and for all use of and activities that occur under the personal account. The Customer shall use all reasonable endeavours to prevent any unauthorised access to the personal account and, in the event of any such unauthorised access or use, promptly notify the Provider.
The Provider is not liable for third-party access to the Customer's personal account due to the Customer losing their credentials.
If the Customer or Authorized User loses their password, the Customer or Authorized User may request a new password through a dedicated page.
The Customer may be required to link one or more Ad Accounts to a personal account on the Site, although the Customer may modify these Ad Account links later at sole discretion.
The Customer further represents and warrants that they have obtained all necessary access and use rights and permissions in connection with any Ad Accounts for which the Customer orders or purchases Services;

PLEASE NOTE THAT YOUR RELATIONSHIPS WITH THE THIRD-PARTY SERVICE PROVIDERS OF THE ADVERTISING NETWORK ASSOCIATED WITH YOUR AD ACCOUNTS ARE GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

CUSTOMER RESTRICTIONS

The Customer shall not, and shall not permit any other person to access or use the Site with the Customer's personal account except as expressly permitted by these Terms.
For purposes of clarity and without limiting the generality of the foregoing, the Customer shall not, except as these Terms expressly permit:

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Site software in any form or media or by any means;
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Site software;
access all or any part of the Site and Free Services or Services in order to provide a competitive analysis of the Site and Free Services or Services and build a product or service which competes with the Site and Free Services or Services;
bypass or breach any security device or protection used by the Site or access or use the Services other than by an Authorized User through the use of their own then valid access сredentials;
use the Site and Free Services or Services to provide services to third parties;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
attempt to obtain or assist third parties in obtaining access to the Site and Free Services or Services, other than as provided under this Section 2;
input, upload, transmit, or otherwise provide to or through the Site any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
access or use the Free Services or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any third party (including by any unauthorised access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Provider customer), or that violates any applicable Law;
access or use the Free Services or Services in any manner that may: be defamatory of any person; obscene, offensive, hateful or inflammatory; promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; be likely to deceive any person; breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be in contempt of court; be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, upset, embarrass, alarm or annoy any other person; impersonate any person, or misrepresent your identity or affiliation with any person; give the impression that the contribution emanates from Provider if this is not the case.

The purpose of this Site is to help the Customer to build successful advertising campaigns. The Provider wants all Customers to trust the Site and the Free Services and Service. Thus, the Provider strives to ensure that Customers' and Authorized Users' Advertising Creatives and Advertising Campaigns, in general, meet the requirements outlined below.

For purposes of clarity, the Customer shall not use the Site and Free Services or Services for promoting or using in Advertising Creatives the following content:

Dangerous goods or services (for example, recreational drugs (chemical or herbal); psychoactive substances; equipment to facilitate drug use; weapons, ammunition, explosive materials, and fireworks; instructions for making explosives or other harmful products, etc.);
Dishonest, inappropriate, or offensive content (for example, racial discrimination, graphic crime scene or accident images, cruelty to animals, murder, self-harm, extortion or blackmail, sale or trade of endangered species, ads using profane language, hacking software or instructions; services designed to inflate ad or website traffic artificially; fake documents; academic cheating services, etc.);
Illegal or culturally sensitive content.

By and large, the Provider does not prohibit many types of content, such as gambling, financial services, alcohol-related content, or sexual content. However, the Customer and Authorized Users must comply with local laws and regulations (the law of the territory where the advertisement will be distributed), as well as applicable terms and conditions, API and Advertising policies of Advertising Networks.

In case of a violation of Clause 4.3 by the Customer and/or Authorized Users, the Provider is not liable if the relevant Customer's Ad Account is suspended or ads, assets, destinations, and other Customer's content be blocked on the Advertising Network, as well as in case of the imposition of a fine.

If the Customer becomes aware of any actual or threatened activity prohibited by Clause 4.2 and 4.3, the Customer shall do the following immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorised access to the Site and permanently erasing from their systems and destroying any data to which any of them have gained unauthorised access); and (b) notify the Provider of any such actual or threatened activity. The Customer shall cause its Authorized Users to perform above mentioned requirements (a) and (b).

PROVIDER’S OBLIGATIONS

The Provider undertakes that the Free Services or Services will be performed substantially in accordance with the Terms and Service Order (if applicable) with reasonable skill and care.
The undertaking at Clause 5.1 shall not apply to the extent of any non-conformance which is caused by the use of the Services contrary to these Terms or Provider’s instructions, or modification or alteration of the Services by any party other than the Provider or the Provider’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Provider will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 5.1.

CUSTOMER’S OBLIGATIONS

The Customer shall:

pay the Subscription Fee to the Provider in a timely manner every month;
ensure the availability of funds in the account required for the automatic renewal of the Customer Subscription;
еnsure the security of access to the login and password of the personal account and not transfer the login and password of the personal account to third parties;
provide the Provider with all necessary co-operation in relation to these Terms;
without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Provider may adjust any agreed timetable of providing the Free Services or Services as reasonably necessary;
ensure that the Authorised Users use the Services in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User’s breach of these Terms;
ensure that they and the Authorised Users use the Services and Advertising Creatives in accordance with all applicable laws and regulations for all of the locations where advertisements are showing;
ensure that Customer and the Authorised Users use the Services and Advertising Creatives in accordance with all applicable terms and conditions, API, and Advertising policies of Advertising Networks.

The Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under these Terms.

FEES; PAYMENT TERMS

The Customer shall pay the Subscription Fees in accordance with selected Tariffs as indicated on Site or Service Order. The Customer shall, on the Effective Date, provide to the Provider’s third-party payment processor ("the Processor") valid, up-to-date, and complete credit card details or approved purchase order or alternative information acceptable to the Provider and any other relevant valid, up-to-date, and complete contact and billing details, and, if the Customer provides:

is credit card details to the Provider; the Customer hereby authorizes the Provider’s third-party payment processor to bill such credit card the Subscription Fees payable during the Subscription Term; and
its approved purchase order information to the Provider, the Provider shall invoice the Customer through Processor:

on the day of the applicable Subscription Fees payable in respect of the Subscription Term; and
at least 15 days prior to the Customer Subscription must be paid in respect to the next Renewal Period, and the Customer shall pay each invoice within 15 days after the date of such invoice unless otherwise stated in the Service Order.

The Processor is Stripe, Inc., which is a technical services provider that provides payment processing services.
Some processing services may be provided by Processor directly through a connected account linked to the Customer's personal account to use the Site and Services. The processing of payments is subject to the Stripe connected account agreement available at https://stripe.com/gb/legal/connect-account, which includes the Stripe Terms of service available at https://stripe.com/legal/ssa (collectively, the "Stripe Services Agreement"). By accepting these Terms or continuing to use our Services, the Customer agrees to be bound by the Stripe Services Agreement, which is the legal agreement between the Customer and the Processor and may be modified by Stripe from time to time, and any third-party terms applicable to the Stripe service.
The Provider is not responsible for errors made by the Processor. By choosing to use the Site and Services, the Customer agrees to pay the Provider, through the Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable terms. The Provider reserves the right to correct, or to instruct the Processor to correct, any errors or mistakes, even if the payment has already been requested or received.
The Customer shall not use the Site and Services in connection with any of the restricted activities described on https://stripe.com/gb/restricted-businesses, as may be updated from time to time.
In the event of any inconsistency between these Terms and the Stripe Services Agreement, these Terms shall prevail, except in the event of any inconsistency between these Terms and the Stripe Services Agreement concerning payment processing, the Stripe Services Agreement shall prevail. We reserve the right to change the Processor, subject to the terms of our agreement with the Processor.
If the Provider has not received payment within 15 days after the due date, and without prejudice to any other rights and remedies of the Provider may, without liability to the Customer, disable the Customer’s account and access to all or part of the Services and the Provider shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
All amounts and fees stated or referred to in these Terms:

shall be payable in USD;
are non-cancellable and non-refundable;
are exclusive of taxes and similar assessments.

Notwithstanding anything to the contrary, fees for Services shall be non-refundable.
All amounts payable to Provider under these Terms shall be paid by Customer to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).
The Provider shall be entitled to increase the Subscription Fees, upon 30 days’ prior notice to the Customer and these Terms shall be deemed to have been amended accordingly. In case the Customer does not accept the increase, the Customer may terminate the Terms. If the Customer agrees with such reconsideration, the Customer will renew the Subscription Term, and the Term or Service Order will be deemed amended accordingly, and the reconsidered fees will apply. If the Customer does not agree with the Subscription Fees reconsideration, the Customer will not renew the Subscription Term. Notwithstanding the above mentioned, the parties may reconsider Subscription Fees in a new Service Order applicable to renewed Subscription Term, and with the execution of it the previous one will be deemed replaced accordingly.

INTELLECTUAL PROPERTY RIGHTS

The Provider is the sole owner or lawful licensee of all the rights and interests in the Site. The Site embodies trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership, and intellectual property rights in the Site shall remain with the Provider.
The Customer retains all rights in and related to any content, materials, data, information, or other properties owned and controlled or provided by the Customer or the Authorised Users submit or collect via the Site. The Customer hereby grants to the Provider a worldwide, perpetual, non-exclusive, non-assignable, royalty-free, fully paid-up license to process and use any content, materials, data, information, or other properties owned and controlled or provided by the Customer or the Authorised Users to provide and support the Services.
The Provider may collect information about the Customer and the Authorised Users when they interact with the Service as permitted by the Terms. For more about this, see https://relsa.io/policy.
Machine Learning. The Provider may use Network Data from Advertising Network in an anonymized manner for machine learning in order to support and improve the Services. By accepting these Terms, the Customer provides complete consent for the collection and use of the Network Data.

CONFIDENTIALITY

Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives after the Effective Date in connection with a legally binding contract for the use of Site and Free Services or Services, including but not limited to:

the existence and terms of a legally binding contract for the use of Site and Free Services or Services or any agreement entered into in connection with these Terms;
any information that would be regarded as confidential by a reasonable business person relating to:

the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
the operations, processes, product information, know-how, designs, trade secrets, or software of the disclosing party;

any information developed by the parties in the course of carrying out a legally binding contract and the parties agree that:

details of the Free Services or Services, and the results of any performance tests of the Free Services or Services, shall constitute Provider Confidential Information; and
Network data shall constitute Customer Confidential Information;

any information detailed in the Service Order.

The provisions of this clause shall not apply to any Confidential Information that:

is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
the parties agree in writing is not confidential or may be disclosed;

Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with a legally binding contract for the use of Site and Services; or
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 9.

A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the exercising or performing its rights and obligations under or in connection with a legally binding contract for the use of Site and Services.

TERM AND TERMINATION

These Terms shall, unless otherwise terminated as provided in this Clause 10, commence on the Effective Date and will continue in perpetuity unless it is terminated as set forth herein.
Without affecting any other right or remedy available to it, the Provider may terminate these Terms with immediate effect by giving notice to the other party if:

the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in accordance with Сlause 15.3 to do so;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;
there is a change of control of the other party.

The Provider may also terminate these Terms if the Customer fails to comply with all applicable terms and conditions, API, and Advertising policies of Advertising Networks.
Effect of Termination. Upon expiration or termination of these Terms or a Service Order, Customer’s access to the Service will cease, other than the use of Free Service. In this case, the Customer can’t create new Advertising Campaigns and Advertising Creatives;
If Customer Subscription is terminated or expires, the Provider continues to make available to the Customer Free Services provided, however, this may not be the case if the Terms were terminated in the cause of infringement by the Customer of these Terms.
The Customer will continue to be subject to these Terms for as long as he/she has an access to a personal account on the Site.
Upon any expiration or termination of these Terms, except as expressly otherwise provided in these Terms all rights, licenses, consents, and authorizations granted by the Provider hereunder will immediately terminate.

INDEMNITY

The Customer shall defend, indemnify and hold harmless the Provider, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Free Services or Services, provided that:

the Customer is given prompt notice of any such claim;
the Provider provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
the Customer is given sole authority to defend or settle the claim.

The Provider shall defend the Customer, its officers, directors, and employees against any claim that the Customer’s use of the Services or Service Order in accordance with these Terms infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

the Provider is given prompt notice of any such claim;
the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Provider in the defence and settlement of such claim, at the Provider’s expense; and
the Provider is given sole authority to defend or settle the claim.

In the defense or settlement of any claim, the Provider may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the legally binding contract on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
In no event shall the Provider, its employees, agents, and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

a modification of the Services or Service Order by anyone other than the Provider; or
the Customer’s use of the Services or Service Order in a manner contrary to the instructions given to the Customer by the Supplier; or
the Customer’s use of the Services or Service Order after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

LIMITATIONS OF LIABILITY

Owing to the nature of the Internet and the fact that the Customer's or Authorized Users' access to the Free Service or Service involves functionality outside the Provider's control, the Provider is not responsible for technical problems that the Customer or Authorized Users may experience with the Free Service or Service.
The Customer is solely responsible for her/his/its use of the Free Services or Services.
In no event shall the Provider be liable to Customer or any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not Provider has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedies of its essential purpose.
In no event shall the Provider's aggregate liability arising out of or related to these Terms, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid or payable to Provider pursuant to these Terms in the twelve (12) months period preceding the event giving rise to the claim.
Certain laws and international laws do not allow limitations on the exclusion or limitation of certain damages. If these laws apply to Customer, some or all of the above disclaimers or limitations may not apply to Customer, and Customer may have additional rights.
Responsibility for the content. The Customer is solely responsible for any content (including Advertising Creatives) uploaded and/or created by the Customer and/or the Authorized User and/or its use of the Free Services or Services, as well as the consequences of uploading or creating Advertising Creatives to/by the Free Services or Services. The Customer affirms, represents, and warrants that the Customer owns or has the necessary licenses, rights, consents, and permissions to upload any content (including Advertising Creatives) that the Customer or Authorized User uploads to the Site, that the content will not violate any rights of any third party (including intellectual property rights or rights of publicity or privacy), and will not violate any applicable law, rule, regulation, or the terms of service of any other platform. By posting any content to the Site, the Customer represents and warrants that the Customer or Authorized User will not be in violation of any agreements or other rights or grants.

FORCE MAJEURE

Neither party shall be liable or responsible for failure or delay in fulfilling or performing any term of these Terms, (except for any payment obligations), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a "Force Majeure Event"), including an act of war, hostility, or sabotage; an act of God; flood, fire, earthquake or explosion, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the effective date of these Terms, pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other licenses); or other events outside the reasonable control of the obligated party. Parties will use reasonable efforts to mitigate the effect of a Force Majeure Event. If such an event continues for more than 30 days, either party may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or the Customer’s obligation to pay for the Services.

GOVERNING LAW AND JURISDICTION

These Terms shall be governed by the Delaware law (USA) without regard to its conflict of law provisions and parties agree to submit to the exclusive jurisdiction of, and venue in, the federal or state courts in the Delaware state in any dispute arising out of or relating to these Terms, except as otherwise stipulated under applicable law.

MISCELLANEOUS

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other forms of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever.
Public Announcements. The Customer grants to the Provider permission to use the Customer’s trademarks, service marks, trade names, and logos on the Provider’s websites and in the Provider’s marketing materials in order to define the Customer as a client of the Provider.
Electronic communications. By using the Site, the Customer also agrees to electronically receive communications from the Provider, including via email, push notifications, and by posting notices on the Site. The communications between the Customer and the Provider may take place via electronic means, whether the Customer uses the Site or send to the Provider e-mails, or whether the Provider posts notices on the Site or communicates with the Customer via email. For contractual purposes, the Customer: (i) consents to receive communications from the Provider in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that the Provider provides to the Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect the Customer's statutory rights. Communications from the Provider and its affiliated companies may include but are not limited to: operational communications concerning the Customer's account (e.g., technical and security notices, updates to the Privacy Policy and Terms of Service), and updates concerning new and existing features (e.g., changes/updates to features of the Site and their scope, prices) and marketing and promotional information about the Provider's products and services.
Entire Agreement. These Terms, together with any other documents incorporated herein by reference (including reference to information contained in a URL or referenced policy), constitute the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, the related Service Orders, exhibits, schedules, attachments and appendices and any other documents incorporated herein by reference, the following order of precedence governs:(a) first, these Terms, excluding Service Orders, exhibits, schedules, attachments and appendices; (b) second, unless they expressly amend these Terms, the Service Orders, exhibits, schedules, attachments and appendices to these Terms; and (c) third, any other documents incorporated herein by reference.
No Third-party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Amendment and Modification; Waiver. The Provider may modify these Terms from time to time, with 30 days’ notice to the Customer, by posting the modified Terms on its website. Such modifications will not apply retroactively. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Severability. If any provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Assignment. The Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Provider’s prior written consent, which consents that the Provider shall not unreasonably withhold or delay/may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving either party (regardless of whether that party is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under these Terms for which the Provider’s prior written consent is required. No delegation or other transfer will relieve either party of any of its obligations or performance under these Terms. Any purported assignment, delegation or transfer in violation of this Clause 15.8 is void. These Terms are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Revised April 20, 2023.