ADCURRENT.IO - TERMS OF USE

These Terms of Use form an integral part of the Agreement which governs the use of Service provided by AdCurrent.io to the customer defined in the Order Form (the "Customer"). The Agreement shall become effective upon signing of the Order Form. By using the Service, the Customer accepts these Terms of Use, which may occur before signing the Order Form.

  1. Definitions
    1. As used in these Terms of Use, unless expressly otherwise stated or evident in the context, the following capitalized terms shall have the following meaning.
    2. “Ad Account” means predefined account registered with AdCurrent.io and associated with the ad account(s) of the Facebook.
    3. “Advertising Spend” means all charges payable by the Customer for the advertising conducted with respect to an Ad account in Facebook and regardless of whether the Customer conducted advertising campaigns using the Service or not.
    4. “Affiliate” means an entity, which is a subsidiary or a parent company of or under common control with the Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty (50) per cent or more of the votes in such entity, or is either able to direct its affairs or to appoint a majority of the members of the board of directors or an equivalent body.
    5. “Agreement” means these Terms of Use together with the Order Form and any appendices thereto which shall govern the provision of the Service by AdCurrent.io and the use of the Service by the Customer.
    6. “Facebook” means all advertising platforms in Facebook’s ecosystem including but not limited to Facebook, Instagram, Messenger and Atlas.
    7. “Order Form” means the order form through which the Customer orders the Service and which by reference incorporates these Terms of Use. In case there would be discrepancies between these Terms of Use and the Order Form or any other appendices thereof, Order Form shall prevail unless expressly stated otherwise in the Terms of Use or any other appendices thereof.
    8. “Party” means AdCurrent.io or Customer separately. Customer and AdCurrent.io together are referred to as the “Parties”.
    9. “Service” means the provision of AdCurrent.io Software available on a software as a service (SaaS) basis via Internet on AdCurrent.io’s tool and website and/or by any other means via which the service is made available or can be used as well as any ancillary services that may be available and provided by AdCurrent.io in relation to AdCurrent.io Software. In addition, the Service includes AdCurrent.io’s support center and newsletter, which contain information about the Service such as information on updates and new features in the Service.
    10. “AdCurrent.io Software” means AdCurrent.io’s proprietary advertising software, including any changes, updates, upgrades, modifications, enhancements made thereto, any related modules, add-ons, tools, browser plugins and applications as well as any documentation relating thereto.
    11. “Terms of Use” means these terms and conditions applicable to the use of the Service. AdCurrent.io may update and modify the Terms of Use from time to time and by continuing to use the Service after having been informed of the modification by written notice of AdCurrent.io, the Customer accepts the modification and the revised Terms of Use shall enter into force after 30 days have elapsed from the notice of revised Terms of Use. All material changes to these Terms of Use shall be informed to the Customer via email prior to them becoming effective.
  2. Service
    1. The Service consists of SaaS advertising tools and documentation provided by AdCurrent.io, and used by Customer via Internet. The Service can be used to create, manage and optimize advertising campaigns on Facebook.
    2. The Service is designed to help the Customer in creating, managing and optimizing its advertising campaigns but the Customer remains responsible for how the Customer uses the Service and for achieving the intended goals and results of Customer's advertising campaigns. AdCurrent.io’s Service operates between the Customer and Facebook platform on which the advertising campaigns are being conducted, and it is the responsibility of the Customer to ensure that the output and results of the Service meet Customer's expectations and requirements.
    3. AdCurrent.io is entitled to produce the Services as it deems appropriate. The Service and Facebook is constantly evolving and the features and availability of the Service may change without notice. AdCurrent.io will endeavour to inform the Customer of any substantial changes in the Service on its website at http://www.adcurrent.io/ or through the Service.
    4. AdCurrent.io may provide assistance to the Customer upon request. If required, the Customer must allow AdCurrent.io to access the necessary information and to the best of its ability also otherwise contribute to the delivery of the Service. If requested by the Customer, AdCurrent.io personal can modify Customer’s advertising campaigns and other settings based on mutually agreed instructions.
    5. The Service does not contain telecommunication data connections, subscriptions or capacity, hardware or other equipment, or security systems as part of the Service and it is Customer's responsibility to obtain such systems at its own expense.
    6. The Customer undertakes not to use the Service for unlawful purposes or against the terms and policies applicable to Facebook in which the advertising campaigns are conducted. The Customer also undertakes to comply with AdCurrent.io's reasonable directions and requests related to the Service. In the case the Customer grants its subcontractors and/or end customer an access to the Service, such subcontractors and/or end-customers shall be considered equivalent to the Customer for the purposes of these Terms of Use and the Customer shall be responsible for the actions and omissions of such subcontractor or/and end-customers as well as their compliance with this Agreement.
    7. The Customer is responsible for complying with all laws and regulations applicable to Customer’s advertising campaigns conducted using the Service.
  3. Registration and trial period
    1. Unless otherwise agreed, the Customer shall register on https://app.adcurrent.io/ before commencing the use of the Service. In connection with the registration, the Customer shall register the Ad Accounts and sign up to the Facebook in connection with which the Customer wishes to use the Service. AdCurrent.io shall confirm Customer's registration and the Ad Accounts in due course after having received the registration. The Customer may add new Ad Accounts to the Service.
  4. Rights of Use and Proprietary Rights
    1. Subject to AdCurrent.io's confirmation of Customer registration, AdCurrent.io grants Customer a non-exclusive, non-transferable limited right to access and use the Service, against due payment of the agreed fees, solely in connection with the registered predefined Ad Accounts in Facebook.
    2. Customer shall not i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; ii) access all or any part of the Service in order to build a product or service or feature which competes with the Service; iii) attempt to obtain, or assist third parties in obtaining, unauthorised access to the Service; iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any unauthorised third party; or v) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the AdCurrent.io Software (except and only to the extent any foregoing restriction is prohibited by applicable law).
    3. The Customer agrees and acknowledges that the title and all intellectual property rights in and to the Service and any data, documentation, images and/or AdCurrent.io Software related thereto are owned and remain vested in AdCurrent.io or a third party (such as AdCurrent.io’s partner). No intellectual property rights shall be transferred pursuant these Terms of Use, unless otherwise expressly stated in these Terms of Use.
    4. In case the Customer comments the Service or provides suggestions for improving the Service, the Customer agrees that all such comments, suggestions and ideas thereof will be fully assigned to AdCurrent.io and hence AdCurrent.io shall own all rights to use and incorporate them into the Service.
    5. In case the Service includes third-party solutions, regardless of anything to the contrary stated hereunder, they shall be exclusively governed by their provider's standard terms and conditions applicable to such solutions.
  5. Fees
    1. Unless no other fees are agreed upon in the Agreement or in any amendment, AdCurrent.io’s fee is a defined percentage of Customer's Advertising Spend per Ad Account(s) with the aforesaid percentage and the monthly minimum fee defined in publicly available price list at http://www.adCurrent.io. The fee shall be calculated and invoiced after each calendar month based on the actual Advertising Spend. For the first month of use, a monthly minimum fee is charged if Customer’s free trial period had expired before end of the calendar month and the Customer continued to use the Service after such trial period. Unless otherwise agreed, possible additional work referred to in Section 2.4 above is separately chargeable on time and material basis as agreed separately by the Parties.
    2. If the Agreement is terminated as described hereinafter in Chapter 9, for the last month of use, at least a monthly minimum fee is charged if the Agreement had terminated before end of the calendar month.
    3. AdCurrent.io may change the fees from time to time upon 30 days prior notice. The change shall not affect the fees for invoicing periods commenced before the effective date of the change. In case of a price change the Customer shall be entitled to terminate the Service to end on the effective date of the price change by notifying AdCurrent.io thereof in writing at least 14 days before the effective date of the change.
    4. The Service is invoiced monthly afterwards via credit card or invoice, depending on the payment method chosen by the Customer. Unless otherwise agreed, the term of payment is 14 days net from the date of invoice. Interest on delayed payments accrues at 12% per annum or the maximum legal interest rate for late payment, whichever is less.
    5. The fees are exclusive of VAT and any other governmental taxes and levies. The Customer shall be solely responsible for VAT and other taxes and levies imposed by applicable laws and authorities in relation to the fees.
  6. Warranties
    1. AdCurrent.io endeavours to make commercially reasonable efforts to ensure that the Service will be available for use on 24/7 basis excluding temporary maintenance, updating or repair breaks. AdCurrent.io does not assume any liability for usage interruptions or breaks, but it endeavours to inform the Customer of the breaks whenever reasonably possible. AdCurrent.io does not warrant that the Service will be uninterrupted or error-free. However, AdCurrent.io agrees to use commercially reasonably efforts to be at Customer's disposal in order to support the Customer and to correct any material error or deficiency in the Service.
    2. The warranty does not cover errors or deficiencies attributable to (a) changes to the Service made by the Customer which have not been approved by AdCurrent.io in writing; (b) use of the Service contrary to these Terms of Use, or the written instructions given by AdCurrent.io; (c) use of the service contrary to the Facebook terms and policies; (d) disturbances or interruptions in the Service due to data network; or (e) a service or product not supplied by AdCurrent.io or other similar reason outside of the Service.
    3. The Customer acknowledges that the use of the Service is dependent on Facebook in which Customer's advertising campaigns are carried out and that the actions of the Customer and third party data providers may also affect the use of the Service. These integrations are described in more detail in the Platform Description. AdCurrent.io does not accept any liability for the operation and function of any third party products and services or actions or omissions of any third party including but not limited to the third party data providers, Customer or Facebook or any third parties who operate in Facebook in which Customer's advertising campaigns are carried out.
    4. TO THE EXTENT ALLOWED BY MANDATORY LAW, AdCurrent.io DOES NOT HAVE ANY OTHER RESPONSIBILITY OR LIABILITY FOR THE SERVICE. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND AdCurrent.io EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, CORRECTNESS AND FITNESS FOR A PARTICULAR PURPOSE. 5 (8)
  7. Indemnification and Limitation of liability
    1. Provided that the Customer complies with these Terms of Use, AdCurrent.io will defend or settle any claim made against the Customer for any intellectual property rights violation relating to the Service arising solely from the actions for which AdCurrent.io is legally responsible. Customer agrees i) to promptly notify AdCurrent.io in writing of any such claim, ii) to allow AdCurrent.io to have sole control over the defence, litigation and/or settlement of any such claim and iii) to cooperate with AdCurrent.io in the investigation, defence and settlement thereof. AdCurrent.io shall indemnify Customer for such claim by paying the costs and reasonable attorneys’ fees Customer incurs as a results of such claim, including damages awarded to such third party in a judgment finally awarded against Customer or settlement approved by AdCurrent.io. If such claim is made or, in AdCurrent.io's opinion, is likely to be made, then AdCurrent.io may, at its sole discretion, (i) modify the Service or if it’s not commercially reasonable for AdCurrent.io to modify the Service, (ii) terminate the Service with immediate effect. In no event shall the termination of the service due to infringement relieve AdCurrent.io from its obligation to defend and indemnify Customer as set forth herein.
    2. The Customer shall defend or settle any claim made against AdCurrent.io, and if applicable, its licensors, and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, and employees, if such claim arises out of or in connection with: (a) Customer’s unlawful disruption of the Service; or (b) Customer’s infringement or alleged infringement of any third party’s intellectual property right. AdCurrent.io agrees i) to promptly notify the Customer in writing of any such claim, ii) to allow the Customer to have sole control over the defence, litigation and/or settlement of any such claim and iii) to reasonably cooperate with the Customer in the investigation, defence and settlement thereof. The Customer shall indemnify AdCurrent.io for such claim by paying the costs and reasonable attorneys’ fees AdCurrent.io incurs as a result of such claim, including damages awarded to such third party in a judgment finally awarded against AdCurrent.io or settlement approved by the Customer.
    3. AdCurrent.io shall have no obligations under this Section 6 to the extent any infringement claim arises from: a) the Customer’s combination of the Services with other software or services or Customer’s modification to any part of the Services if such claim would not have been made but for Customer’s combination or modification; or b) information or materials provided by the Customer and used by AdCurrent.io for the performance of the Services in accordance with this Agreement.
    4. The foregoing remedies constitute Customer’s sole and exclusive remedies and AdCurrent.io’s entire liability with respect to infringement.
    5. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING ATTORNEYS' FEES) IN ANY WAY ARISING IN CONNECTION WITH THE SERVICE OR THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST BUSINESS OPPORTUNITIES OR LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.6 EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT MAY NOT IN ANY CALENDAR YEAR STARTING FROM THE DAY THE CUSTOMER STARTED USING THE SERVICE EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF FEES RECEIVED BY AdCurrent.io FROM THE CUSTOMER UNDER THESE TERMS OF USE DURING THE TWELWE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 7.7 THE LIMITATIONS SET FORTH ABOVE IN SECTION 7.5 AND 7.6 SHALL NOT APPLY TO LIABILITY FOR DAMAGES CAUSED BY BREACHING THE CONFIDENTIALITY OBLIGATIONS SET OUT IN SECTION 8. 6
  8. Confidentiality
    1. Each party shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than for the proper fulfilment of the Agreement. The confidentiality and non-use obligations shall not, however, be applied to material and information, (a) which is generally available or otherwise public; or (b) which the party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving party prior to receipt of the same from the other party without any obligation of confidentiality related thereto or breach of confidentiality obligations; or (d) which a party has independently developed without using material or information received from the other party.
    2. Notwithstanding the confidentiality provisions, AdCurrent.io may collect, analyze, and use aggregated, de-identified technical data and related information (such as product or feature usage, device metrics/metadata etc.) to facilitate market research and analysis, quality control, product development/improvement and to provide support and maintenance services. AdCurrent.io may use, store, or disclose such information or material derived from such information, as long as it is in a form that does not identify or is not attributable to any individual or company.
    3. Each party shall promptly upon termination of the Service (or when the party no longer needs the material or information in question for the purposes of the Service) cease using confidential material and information received from the other party and, unless the parties separately agree on destruction of such material, return the material in question (including all copies thereof). Each party shall, however, be entitled to retain the copies required by law or regulations and AdCurrent.io may use information in the connection with the clause 8.2.
    4. The confidentiality and non-use obligations set out herein will remain in force for five (5) years from the disclosure of each respective confidential material and/or information.
  9. Term and termination
    1. Customer may terminate the Agreement and the use of the Service at any time by a prior written notice or by a notice via phone to the account manager assigned to customer, in which case AdCurrent.io shall send the customer a written confirmation regarding termination without undue delay. Upon termination AdCurrent.io shall end charging of the Customer. However, at least a monthly minimum fee is charged if the Agreement had terminated before end of the calendar month.
    2. AdCurrent.io may terminate the Agreement and the use of the Service for convenience upon 30 days prior written notice by email.
    3. AdCurrent.io may terminate this Agreement and the Customer's use of the Service with immediate effect, if the Customer is in material breach of its obligations hereunder, and fails to remedy such breach within 14 days written notice given by the non-breaching party.
    4. Upon expiration or termination of this Agreement, the Customer is obliged to cease the use of the Service and shall return or, upon AdCurrent.io’s request, destroy AdCurrent.io’s material in its possession and upon AdCurrent.io's request confirm in writing that it has complied with the aforesaid.
    5. Upon termination for whatever reason, no paid fees will be returned by AdCurrent.io, and the Customer is obliged to pay the fees past due at the effective date of such termination. In case the agreed fees are not fully paid or the obligations set out herein are not otherwise followed 7 (8) by the Customer, AdCurrent.io reserves the right to terminate the Customer’s right to use the Service with immediate effect.
  10. Processing of data
    1. The Customer expressly acknowledges and agrees that it is Customer's obligation to observe and to comply with any and all privacy and data processing laws, regulations and terms applicable to information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context (“Personal Data” or “Personally Identifiable Information”) contained in the materials provided by the Customer for the purposes of the Service regardless of the country/state in which the Customer is based. The above mentioned includes, but is not limited to, complying with terms and restrictions related to Customer's use of customer/contact databases and complying with any applicable privacy policies and cookie opt-in policies.
  11. Applicable law and dispute resolution
    1. The Agreement will be governed by the laws of the United States and the state of Virginia excluding its provisions relating to the choice of law.
    2. Any dispute, controversy or claim arising out of or relating to these Terms of Use, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the State of Virginia.
    3. Existence of arbitral proceedings, the proceedings, any material presented or drafted in relation to the proceedings and the verdict shall be considered as confidential information under this Agreement.
  12. General Provisions
    1. AdCurrent.io is entitled to change the working methods, hardware, data communication links, software, user interface or other system components used in the providing the Services. AdCurrent.io may also use subcontractors. Unless otherwise agreed, AdCurrent.io is responsible for the work of its subcontractors as for its own.
    2. AdCurrent.io is entitled to use Customer's name and logo as a reference for advertising purposes.
    3. Neither party may assign this Agreement without other party’s prior written consent. Parties shall, however, be entitled to assign this Agreement in whole or in part to its Affiliates and in the connection with merger or acquisition process including but not limited to transfer of business or any other corporate transaction or restructuring.
    4. No provision or right under this Agreement shall be considered waived without an explicit written statement or agreement signed by the waiving party in each specific case. A waiver of any term, provision or right under this Agreement shall not be construed as a waiver of any other term, provision or right hereunder.
    5. Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must promptly provide the other Party with written notice of the Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure.
    6. This Agreement and the information submitted by the Customer during the registration process for the Service constitute the entire agreement with respect to its subject matter and replaces and supersedes any prior written or verbal communications.
    7. If any provision herein is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent.
    8. Headings in these Terms of Use are for convenience of reference only and shall in no way affect interpretation of the Agreement. ***