Last Updated on November 29, 2022.
PREFLECT IS STRICTLY FOR SOPHISTICATED BUSINESS USERS. IF YOU DO NOT FULLY UNDERSTAND AND AGREE TO THE TERMS BELOW, THEN DO NOT USE THE APPLICATION.
These Terms govern
● the use of this Application, and,
● any other related Agreement or legal relationship with the Owner
in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document; these defined terms may appear in the Application with or without capitalization, and shall be bound by the definitions in this document.
The User must read this document carefully.
This Application is provided by:
9101 W. Sahara Ave
Suite 105 #1502
Las Vegas, NV 89117
Owner contact email: email@example.com
“This Application" refers to
● this website, including its subdomains and any other website through which the Owner makes its Service available;
● applications for mobile, tablet and other smart device systems;
● the Application Program Interfaces (API);
● the Service;
● any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation;
YOUR ADS ARE NOT GUARANTEED TO SUCCEED.
DIGITAL MARKETING CARRIES RISK. PREFLECT DOES NOT ELIMINATE RISK.
PROFITABILITY (RETURN ON AD SPEND) VARIES WIDELY ACROSS MERCHANTS AND IS NOT GUARANTEED. PREFLECT DEPLOYS YOUR ADS USING STRATEGIES AND TACTICS INTENDED, BUT NOT WARRANTED, TO HELP YOUR ADS SUCCEED. IT IS POSSIBLE FOR YOUR ADS TO PERFORM WORSE THAN THEY HAVE IN THE PAST, AND YOU MAY LOSE MONEY.
WE NEITHER REPRESENT NOR GUARANTEE THAT YOU WILL ACHIEVE THE SAME OR SIMILAR RESULTS AS DEPICTED ON OUR WEBSITE. MANY FACTORS IN YOUR MARKETING SUCCESS (SUCH AS STORE OPTIMIZATION, BRANDING, AND AD AUCTION DYNAMICS) ARE OUTSIDE OF OUR CONTROL.
YOUR USE OF THE APPLICATION AND YOUR RELIANCE ON ANY INFORMATION FROM, WITHIN, OR ABOUT THE APPLICATION IS SOLELY AT YOUR OWN RISK.
TO PROVIDE INSIGHTS AND IDEAS FASTER DESPITE TRACKING LIMITATIONS, PREFLECT MAY USE STATISTICALLY ENHANCED, TRANSFORMED, SYNTHETIC, PREDICTED, MODELED, OR ESTIMATED DATA TO ATTRIBUTE SALES AND DISPLAY METRICS (INCLUDING BUT NOT LIMITED TO SALES, CLICKS, IMPRESSIONS, AND SPEND METRICS). THESE METRICS WILL NOT BE LABELED ACCORDINGLY. YOU ACCEPT ALL RISKS OF RELIANCE ON OUR ANALYTICS.
YOUR USE OF RECOMMENDATIONS FROM PREFLECT, INCLUDING MARKETING STRATEGY ASSISTANCE FROM PREFLECT, IS SOLELY AT YOUR OWN RISK.
What the User should know at a glance
● The Service/this Application is only intended for Users that do not qualify as Consumers, such as Business Users.
● Usage of this Application and the Service is age restricted: to access and use this Application and its Service the User must be an adult under applicable law.
Single or additional conditions of use or access may apply in specific scenarios and in such cases are additionally indicated within this document.
By using this Application, Users confirm to meet the following requirements:
● Users may not qualify as Consumers;
● Users must be legally incorporated in the United States of America;
● Users must be recognized as adult by applicable law;
● Users aren’t located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country;
● Users aren’t listed on any U.S. Government list of prohibited or restricted parties;
To use the Service Users must register or create a User account, providing all required data or information in a complete and truthful manner.
Failure to do so will cause unavailability of the Service.
Users are responsible for keeping their login credentials confidential and safe. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by this Application.
By registering, Users agree to be fully responsible for all activities that occur under their username and password.
Users are required to immediately and unambiguously inform the Owner via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.
Users can terminate their account and stop using the Service at any time by doing the following:
● By directly contacting the Owner at the contact details provided in this document.
However, termination of the account may not be possible until the subscription period paid for by the User has expired.
Account suspension and deletion
The Owner reserves the right, at its sole discretion, to suspend or delete at any time and without notice, User accounts for any reason, including but not limited to violation of these Terms.
The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement.
The suspension or deletion of accounts does not exempt the User from paying any applicable fees or prices.
Content on this Application
Unless where otherwise specified or clearly recognizable, all content available on this Application is owned or provided by the Owner or its licensors.
The Owner undertakes its utmost effort to ensure that the content provided on this Application infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.
In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document.
Rights regarding content on this Application - All rights reserved
The Owner holds and reserves all intellectual property rights for any such content.
Users may not therefore use such content in any way that is not necessary or implicit in the proper use of the Service.
In particular, but without limitation, Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available on this Application, nor allow any third party to do so through the User or their device, even without the User's knowledge.
Where explicitly stated on this Application, the User may download, copy and/or share some content available through this Application for its sole personal and non-commercial use and provided that the copyright attributions and all the other attributions requested by the Owner are correctly implemented.
Any applicable statutory limitation or exception to copyright shall stay unaffected.
Content provided by Users
The Owner allows Users to upload, share or provide their own content to this
By providing content to this Application, Users confirm that they are legally allowed to do so and that they are not infringing any statutory provisions and/or third-party rights.
Rights regarding content provided by Users
Users acknowledge and accept that by providing their own content on this Application they grant the Owner a non-exclusive, fully paid-up and royalty-free license to process such content solely for the operation and maintenance of this Application as contractually required.
To the extent permitted by applicable law, Users waive any moral rights in connection with content they provide to this Application.
Users acknowledge, accept and confirm that all content they provide through this Application is provided subject to the same general conditions set forth for content on this Application.
Liability for provided content
Users are solely liable for any content they upload, post, share, or provide through this Application. Users acknowledge and accept that the Owner does not filter or moderate such content.
However, the Owner reserves the right to remove, delete, block or rectify such content at its own discretion and to, without prior notice, deny the uploading User access to this Application:
● if any complaint based on such content is received;
● if a notice of infringement of intellectual property rights is received;
● upon order of a public authority; or
● where the Owner is made aware that the content, while being accessible via this Application, may represent a risk for Users, third parties and/or the availability of the Service.
The removal, deletion, blocking or rectification of content shall not entitle Users that have provided such content or that are liable for it, to any claims for compensation, damages or reimbursement.
Users agree to hold the Owner harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through this Application.
Access to external resources
Through this Application Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.
Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.
This Application and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law.
Users are solely responsible for making sure that their use of this Application and/or the Service violates no applicable law, regulations or third-party rights.
Therefore, the Owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to this Application or the Service, terminating contracts, reporting any misconduct performed through this Application or the Service to the competent authorities – such as judicial or administrative authorities - whenever Users engage or are suspected to engage in any of the following activities:
● violate laws, regulations and/or these Terms;
● infringe any third-party rights;
● considerably impair the Owner’s legitimate interests;
● offend the Owner or any third party.
Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to this Application are held by the Owner and/or its licensors.
Subject to Users’ compliance with and notwithstanding any divergent provision of these Terms, the Owner merely grants Users a revocable, non-exclusive, non-sublicensable and non- transferable license to use the software and/or any other technical means embedded in the Service within the scope and for the purposes of this Application and the Service offered.
This license does not grant Users any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the Owner’s or its licensors’ sole property.
This license does not grant Users any rights to data generated by, or derived from, the Application, unless required by applicable law. The Application may choose to provide data access to Users, and may revoke such access at its sole discretion without notice. For the avoidance of doubt, Preflect may enrich shopper data via partners including but not limited to Experian, and Users do not have rights to the resulting enriched data.
All rights and license grants to Users shall immediately terminate upon any termination or expiration of the Agreement.
Preflect pricing, offers, and terms are subject to change at any time. Offers shall not be considered binding unless in writing. Offers shall expire seven (7) days after being sent.
Ad Spend After Cancellation
If you request that your account be closed or canceled, you are still liable for any Ad Spend incurred during the cancellation process and thereafter. It is your responsibility to reduce your ads budget to $0/day and verify that your ads are paused in the Application prior to canceling.
Changes may take up to two (2) business days to take effect. If you believe that you were improperly billed for Ad Spend after cancellation, then you agree to inform us within twenty-four (24) hours of the payment.
Unauthorized Account Access
You shall maintain the confidentiality and security of your account and password, including all persons whom you add to your account. You are responsible for all activities that occur under your account or password. You shall immediately notify us in the event of any unauthorized access or use of your account or other breach of security. We are not liable for any damages or losses caused by unauthorized access or use of your account. You may be held liable if we (or any other party) suffer any damage or loss due to unauthorized access or use of your account.
Our Access to Your Third-Party Accounts
We may request or require that you grant us admin-level access to your accounts with third- party services (collectively, "Third-Party Accounts"), including but not limited to your Facebook Business Manager and Shopify accounts, via methods including but not limited to OAuth, API keys, and/or by manually inviting us as users of your Third-Party Accounts. When you grant us access to your Third-Party Accounts, you irrevocably authorize us to read, record, and use data, to make modifications and deletions, and to perform any and all actions possible ("Authorization") within, about, or relating to your Third-Party Accounts, for any reason at our sole discretion. This clause and Authorization shall survive termination of your Preflect account. You agree that, to protect your Third-Party Accounts, especially after terminating your Preflect account, you shall immediately remove us from all of your Third-Party Accounts by taking technical security steps including but not limited to invalidation of our API keys and user access. We will not remove ourselves on your behalf, and our Authorization shall persist until you invalidate our access credentials, regardless of the status of your Preflect account.
You agree that all data you upload to the Application is compliant and legal under the CCPA. You agree to forward all CCPA-related requests, including but not limited to data deletion requests, to us via email at firstname.lastname@example.org. Upon receipt of these requests via email, we will diligently abide by them.
GDPR Applicability Notice
Please note that Preflect's Pixel blocks all requests from the EU and UK. We do not knowingly accept, process, or store any data from residents of the EU or UK, nor do we operate within the EU or UK in any manner. You agree to notify us in writing if you are subject to GDPR requirements, prior to using the Application.
Additional Guidelines for Usage
You must disclose usage of the Preflect Pixel, a tracking script, in compliance with any applicable laws and regulations. You must contact Preflect support directly for additional information about this tracking script, prior to using Preflect.
You warrant that you secured the consents, permission waivers and clearances of all third parties that own and/or control rights to materials that you upload to Preflect, including videos, sounds, images, and text (collectively, "Ad Content"). By proceeding you agree to hold us and our affiliated entities free from any claims/liabilities arising from any disputes (including but not limited to copyright infringement disputes) relating to the Ad Content.
You certify that you have reviewed and will comply with Facebook's ad policies (https://www.facebook.com/policies/ads/) and TikTok ad policies. Generating or distributing Ad Content in violation of these ad policies, or using Preflect to generate or distribute Ad Content that is not advertising content, is grounds for your removal from the Preflect platform at our sole discretion. We reserve the right to remove you from Preflect without notice for any reason at our sole discretion.
Compliance and Prohibited Industries
Preflect shall never be construed as responsible for, nor aware of, nor knowledgeable in, legal nor regulatory requirements associated with these industries. You are solely responsible for your compliance needs, and you certify that your usage of Preflect is legal and compliant.
The Application is not permitted to be used by businesses transacting in following industries:
healthcare industries (including HIPAA covered entities and business associates), supplements (including weight loss, or nutritional), alcohol, tobacco, firearms, weapons, ammunition, CBD and THC-related businesses, gambling, bank, quick loan provider, money service, and credit repair businesses, or any other businesses deemed high-risk by Preflect at its sole discretion. You agree not to use the Application for purposes relating to any of these prohibited industries. Exceptions to these prohibited industries are only valid if signed by Preflect's President. If you receive a signed exception, then you expressly waive any claims against us for compliance issues resulting from your usage of Preflect, regardless of cause or negligence.
You agree that Preflect may announce the relationship between you and us, and make public the relationship between you and us for sales, advertising, and marketing purposes. Activities include but are not limited to calculating and sharing usage/uplift statistics and displaying your images, videos, and logo in marketing materials, irrevocable and royalty-free. If you wish to be notified of these activities in advance, please request prior notice by emailing us at email@example.com, so that we can note this request on your account.
Upon submitting a review or testimonial (either is a "Testimonial") to Preflect, you hereby assign to Preflect all of your rights, title and interest in and to your Testimonial, including all copyrights and other intellectual property rights therein, with full authority to copyright, reproduce, publish, make derivative works of, or otherwise use, in any manner and via any form of media that Preflect deems appropriate, for any purpose, throughout the world, all or any part of your Testimonial.
Posting on Public Forums
If you publicly (i.e., on G2, Reddit, etc.) post a review, testimonial, feedback, or commentary (a "Post") in relation or reference to Preflect, you hereby irrevocably (1) waive any of your rights to confidentiality, and (2) authorize us to publicly disclose your store's data, including store and marketing performance data, and all other data and communications to which we have access ("Communications and Performance Data"), at our sole discretion, unless prohibited by applicable law. Furthermore, you assign to Preflect all of your rights, title and interest in your Post and Communications and Performance Data, all copyrights and other intellectual property rights therein, with full authority to copyright, reproduce, publish, make derivative works of, or otherwise use, in any manner and via any form of media that Preflect deems appropriate, for any purpose, throughout the world, all or any part of your Post.
Recording of Calls
You consent to the monitoring or recording, at any time and from time to time, by Preflect of any and all communications (including audio) between you and us, waive any further notice of such monitoring or recording, and agree to notify your officers, employees, and any other call participants, of such monitoring or recording. You agree that you will not record calls with Preflect, our officers, employees, or other representatives or participants, unless each individual person on the call consents in writing. For the avoidance of doubt, under this Agreement, Preflect has not consented to call recording.
Preflect may label some features as “Beta.” This indicates that such features will likely have more bugs, irregularities, and inconsistencies, than the rest of the Application. Usage of Beta features carries additional risks, known and unknown, which will not be communicated to you. We appreciate your feedback on these features.
When you provide us with any suggestions, enhancement requests, recommendations or other feedback (“Feedback”), you thereby grant us a royalty-free, worldwide, transferable, sub- licensable, irrevocable, and perpetual license to use or incorporate such Feedback into the Application.
TERMS AND CONDITIONS OF SALE
Some of the Products provided on this Application, as part of the Service, are provided on the basis of payment.
The fees, duration and conditions applicable to the purchase of such Products are described below and in the dedicated sections of this Application.
To purchase Products, the User must register or log into this Application.
Prices, descriptions or availability of Products are outlined in the respective sections of this Application and are subject to change without notice.
While Products on this Application are presented with the greatest accuracy technically possible, representation on this Application through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.
All aspects of the Products and Service are subject to change without notice. For the avoidance of doubt, all features, capabilities, methodologies, formulas, techniques, recommendations, and strategies utilized in the Products and Service are subject to frequent changes without notice.
THE FOLLOWING INFORMATION SUPERSEDES ALL CONFLICTING PAST, PRESENT, AND FUTURE INFORMATION, REPRESENTATIONS, AND COMMUNICATIONS, WHETHER WRITTEN OR VERBAL, REGARDING PREFLECT AND THE APPLICATION AND PRODUCT, UNLESS AND UNTIL WE AMEND THIS AGREEMENT.
Preflect requires a monthly subscription to access the Application interface, plus ongoing recurring Ad Spend to deliver digital ad impressions. Free trials and all other offers do not apply to Ad Spend. You will always be fully billed for Ad Spend, including during free trials and promotions.
Preflect is a demand-side platform, meaning that Preflect resells ad impressions to its Users. Therefore, Users will not receive access to data, invoices, communications, nor features of Preflect’s vendor ad networks. Preflect internally uses vendor ad networks, which may include, but are not limited to, Facebook, Google, and TikTok, to deliver ad impressions and fulfill its obligations to the User. Preflect selects which ad networks to utilize at its sole discretion, and without disclosure to you.
Preflect’s only obligation to Users is to deliver digital ad impressions. All other features and services are made available by Preflect at its sole discretion. For the avoidance of doubt, data from Preflect’s vendor ad networks is not a feature of the Product and will never be made available to Users.
Preflect is not obligated to assess your suitability as a User, monitor your digital campaigns and performance, or provide ongoing support and strategic services. We expressly make no guarantees as to the speed of our customer support.
Any steps taken from choosing a Product to order submission form part of the purchasing process.
When you set a daily budget (“Budget”) in the Application, you agree to enter an open-ended subscription to purchase Ad Spend on a recurring basis in amounts not to exceed 200% of your Budget each day. You authorize us to charge you for your incurred Ad Spend, as well as for anticipated Ad Spend up to seven (7) days into the future.
When you purchase Ad Spend, including via automated daily renewal, you agree that all preceding purchases of Ad Spend shall be irrevocably deemed fully delivered and acceptable to your satisfaction. If you believe that there is an issue with your latest purchase of Ad Spend (“Last Purchase”), you are to immediately set your Budget to zero (0) dollars within the Application, request closure of your User account, and cease usage of the Services. For the avoidance of doubt, by continuing to purchase Ad Spend, you are accepting all prior work as delivered and acceptable.
UNLESS PROHIBITED BY APPLICABLE LAW, IF YOU CONTEST, DISPUTE, OR REVERSE CHARGES THAT AROSE PRIOR TO YOUR LAST PURCHASE, YOU AGREE TO PAY AN ADDITIONAL PENALTY OF TWO THOUSAND DOLLARS ($2,000.00 USD) PER CONTESTED, DISPUTED, OR REVERSED CHARGE, WITHIN TWO BUSINESS DAYS.
By agreeing to these terms, you explicitly and irrevocably accept all of Preflect's work and deliverables to date as fully delivered and acceptable, and you waive all claims, whether known or unknown, arising from your usage of, or relationship with, Preflect to date. As a condition of sale, Preflect would not continue working with you if you did not accept all prior work.
YOU AGREE TO PAY AD SPEND IN FULL AND RELEASE US FROM ANY ASSOCIATED LIABILITY, REGARDLESS OF PERFORMANCE, ERRORS, OMISSIONS, OR UNAUTHORIZED ACCOUNT ACCESS. AD SPEND IS NOT REFUNDABLE FOR ANY REASON.
Methods of payment
Information related to accepted payment methods are made available during the purchasing process.
Some payment methods may only be available subject to additional conditions or fees. In such cases related information can be found in the dedicated section of this Application.
All payments are independently processed through third-party services. Therefore, this Application does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed.
If a payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfill the purchase order. Any possible costs or fees resulting from the failed or refused payment shall be borne by the User.
In the event of default in the payment of any amounts owed by you to Preflect (including but not limited to as a result of chargebacks, regardless of their outcomes), interest compounding at the rate of 2% per month or the maximum legal rate, whichever is less, will be assessed on the unpaid balance from the date payment was due. In the event that this account is placed in the hands of an attorney for collection, you also agree to pay all fees, expenses and costs of collection incurred by us, including attorneys’ fees. All resulting amounts due shall be paid via wire transfer unless otherwise determined by us at our sole discretion.
Retention of usage rights
Users do not acquire any rights to use the purchased Product until the total purchase price is received by the Owner.
Performance of services
The purchased service shall be performed or made available within the timeframe specified on this Application or as communicated before the order submission.
Users have the option to test this Application or selected Products during a limited and non- renewable trial period, at no cost. Some features or functions of this Application may not be available to Users during the trial period.
Further conditions applicable to the trial period, including its duration, will be specified on this Application.
The trial period shall automatically convert into the equivalent paid Product, unless the User cancels the purchase before the trial period expires.
The trial period does not apply to Ad Spend.
Subscriptions allow Users to receive a Product continuously or regularly over time. Details regarding the type of subscription and termination are outlined below.
Paid subscriptions begin on the day the payment is received by the Owner.
In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions.
Terms and conditions applying to extra features
Users that have an active subscription may purchase single extra add-ons or features, described in the relevant section of this Application.
Unless otherwise specified, such extras are subject to the same terms applicable to the main Product, including all provisions of this document.
Termination of open-ended subscriptions
Open-ended subscriptions may be terminated at any time by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or – if applicable – by using the corresponding controls inside this Application. Terminations shall take effect 7 days after the notice of termination has been received by the Owner.
Liability and indemnification US Users
Disclaimer of Warranties
This Application is provided strictly on an “as is” and “as available” basis. Use of the Service is at Users’ own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third- party rights. No advice or information, whether oral or written, obtained by user from owner or through the Service will create any warranty not expressly stated herein.
Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at users own risk and users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Service.
The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.
The Service may become inaccessible or it may not function properly with Users’ web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.
Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.
Limitations of liability
To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and
● any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein;
● any errors, mistakes, or inaccuracies of content;
● personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service;
● any unauthorized access to or use of the Owner’s secure servers and/or any and all personal information stored therein;
● any interruption or cessation of transmission to or from the Service;
● any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service;
● any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or
● the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner (“Maximum Amount”) hereunder in the preceding 6 months, or the period of duration of this agreement between the Owner and User, whichever is shorter. Unless prohibited by applicable law, the Maximum Amount shall be further decreased to $5,000.
This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if company has been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.
The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from
● User’s use of and access to the Service, including any data or content transmitted or received by User;
● User’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms;
● User’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
● User’s violation of any statutory law, rule, or regulation;
● any content that is submitted from User’s account, including third party access with User’s unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
● User’s willful misconduct; or
● statutory provision by User or its affiliates, officers, directors, agents, co- branders, partners, suppliers and employees to the extent allowed by applicable law.
Common provisions No Waiver
The Owner’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.
To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately.
Within the limits of law, the Owner may also decide to suspend or terminate the Service altogether. If the Service is terminated, the Owner will cooperate with Users to enable them to withdraw Personal Data if required by applicable law.
Additionally, the Service might not be available due to reasons outside the Owner’s reasonable control, such as “force majeure” (eg. labor actions, infrastructural breakdowns or blackouts etc).
Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of this Application and of its Service without the Owner’s express prior written permission, granted either directly or through a legitimate reselling program.
Intellectual property rights
Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to this Application are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.
All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with this
Application are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.
Changes to these Terms
The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes.
The continued use of the Service will signify the User’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service and terminate their Preflect subscription. Failure to accept the revised Terms, may entitle either party to terminate the Agreement. Our entire relationship (including prior to the User's acceptance of the revised Terms) shall be governed by the most recently accepted version of Terms.
User can obtain any previous version of these terms from the Owner.
Assignment of contract
The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User’s legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly.
Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner.
All communications relating to the use of this Application must be sent using the contact information stated in this document.
Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.
These Terms are governed by the law of the state of Nevada, as disclosed in the relevant section of this document, without regard to conflict of laws principles.
Venue of jurisdiction
The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the state of Nevada.
Each party specifically waives any right to trial by jury in any court in connection with any action or litigation.
Any claims under these terms shall proceed individually and no party shall join in a class action or other proceeding with or on behalf of others.
This Agreement shall continue in effect until it is terminated by either this Application or the User. Upon termination, the provisions contained in these Terms that by their context are intended to survive termination or expiration will survive, including but not limited to the following:
● the User’s grant of licenses under these Terms shall survive indefinitely;
● the User’s indemnification obligations shall survive for a period of five years from the
date of termination;
● the disclaimer of warranties and representations, and the stipulations under the section containing indemnity and limitation of liability provisions, shall survive indefinitely.
Dispute resolution Amicable dispute resolution
Users may bring any disputes to the Owner who will try to resolve them amicably.
While Users' right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of this Application or the Service, Users are kindly asked to contact the Owner at the contact details provided in this document.
The User may submit the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to the Owner’s email address specified in this document.
The Owner will process the complaint without undue delay and within 21 days of receiving it.
Definitions and legal references This Application (or this Application)
The property that enables the provision of the Service.
Ad Spend (or Spend, or Cost)
Indicates a consumable digital product encompassing the User’s cost of ads. This product includes the wholesale costs we incur from running your ads, plus fees and markups that we add at our sole discretion and that we may not disclose to you. If we choose to disclose this information to you, it will be accurate as of the date of disclosure, and is subject to change at any time without notice nor disclosure to you. For the avoidance of doubt, the User is not entitled to data on the wholesale costs, fees, and markups that compose Ad Spend. The User shall not request this data, nor audits of this data. You will not be notified of changes to markups and fees.
Any legally binding or contractual relationship between the Owner and the User, governed by these Terms.
Any User that does not qualify as a Consumer.
European (or Europe)
Applies where a User is physically present or has their registered offices within the EU, regardless of nationality.
Owner (or We or Our)
Indicates the natural person(s) or legal entity that provides this Application and/or the Service to Users.
A good or service available for purchase through this Application, such as e.g. physical goods, digital files, software, booking services etc.
The sale of Products may be part of the Service.
The service provided by this Application as described in these Terms and on this Application.
All provisions applicable to the use of this Application and/or the Service as described in this document, including any other related documents or agreements, and as updated from time to time.
User (or You or Your)
Indicates any natural person or legal entity using this Application.