Shoptimised – Online Products/Services Terms & Conditions
These Terms and Conditions (the “Agreement”) are entered into by Shoptimised Ltd which for the purposes of this document will also be referred to as “Shoptimised”, and the entity executing this Agreement (“You”).
This Agreement governs Your use of all Shoptimised owned tools and online services, including but not limited to those hosted at www.shoptimised.com.
By choosing to register your details with us, completing the registration process provided by the system or by using Shoptimised owned tools for any purpose, you acknowledge that you have reviewed and accept this agreement. Should you be using our services or registering as an agent for another individual or organisation, you also agree that you are authorized to act on behalf of, and bind to this agreement, the company, organisation, business or individual you are acting as an agent for. In consideration of this, the parties agree as follows:
“Shoptimised” or the “Service” refers to the website, tools, systems and processes that can be accessed at www.shoptmised.com or any other domain, which is owned and operated by Shoptimised Ltd. and is designed to create, edit and export data feeds and analyse advertising account data, provide analysis & reporting as well as measure the overall efficiency of the account that is registered, or any advertising account listed that may fall under an MCC or Agency account that is registered.
“Registered Account” refers to the account used to sign in and register for the Service.
“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. However, Confidential Information will not include any information that is or becomes known to the public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.
“Customer Data” or “Measurement Data” means all of the advertising data associated with the advertising or external platform account linked by a user to the Shoptimised, and all data provided in addition to this by the user on registration for Shoptimised.
“Original Feed” refers to any data feed that is created externally to Shoptimised and imported by the user into Shoptimised prior to any editing or manipulation or export of any kind.
“Shoptimised Feed” refers to any data feed the user accesses, manipulates, amends, exports or links to the user accounts
“Documentation” means any accompanying documentation made available to You by Shoptimised Ltd. for use with or in addition to the Service, including documentation made available both offline and online.
“Processing System” refers to any software or back-end tools associated with the operation or functions of the Service that are owned or operated by Shoptimised Ltd..
“Property” means any web page, app, data feed, advertising account (for any external advertising platform you currently use that can be linked to the Service) or other property under Your control that is registered with the Service.
“Report” means the resulting analysis provided by the Service for any given Registered Account and all of the Properties linked to the Service using the Registered Account.
“Servers” means the servers owned, operated, controlled or used for business purposes by Shoptimised Ltd, for use with the Service or otherwise, on which the Processing System and Customer Data may be stored, processed and analysed.
“Software” refers collectively to the Service and the Processing System.
“Third Party” means any third party (i) to which You provide access to Your Account or (ii) for which You use the Service to collect information on the third party’s behalf.
The words “include” and “including” mean “including but not limited to.”
“Single Account User” is defined as an end user, with a Registered Account, who may link a single Property to this account to receive the analysis and reporting provided by the Service.
- Fees, Payment and Service
Shoptimised is provided as an online tool, paid via a monthly subscription model. Price varies based on the number of data feeds and/or advertising accounts linked to any Registered Account.
Shoptimised Ltd. may, at its discretion, change its fees and payment policies for the use of Shoptimised. The changes to the fees or payment policies are effective upon Your acceptance of those changes which will be communicated to you in writing prior to coming into effect. Unless otherwise stated, all fees are quoted in GBP and exclude VAT. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including all legal fees) incurred by Shoptimised Ltd. will be included in the amount owed and may be charged to the credit card or other billing mechanism associated with Your Registered Account.
Any free trial period provided by Shoptimised before requiring payment will be started from the date You register the first data feed or advertising account and will run from this date until the free trial period ends. The first payment due, for the most recent amount authorised by You will be taken immediately following the end of last day of the free trial period.
All payment amounts will be clearly demonstrated before being accepted and authorised by You and will be charged upon completion of the checkout process. Payment is by monthly subscription and recurring payments for the amount detailed by Shoptimised in the payment schedule and confirmed by You will be charged every month on Your scheduled billing date, which will be detailed to You in writing on checkout and authorisation of the payment schedule and from within the account details section contained in Shoptimised.
By entering payment details and authorising these payments, you agree to Shoptimised Ltd. setting up a recurring payment for the amount authorised, to be taken regularly by our approved third party payment processing providers, immediately on authorisation (or after any free trial period), then monthly, on your billing date thereafter.
Should you cancel this payment, or if Shoptimsied Ltd. or their payment processing providers are unable to take payment for any reason, access to the service will be terminated and will only be reinstated once payment has been made.
- Member Account, Password, and Security
To register for the Service, You must complete the registration process by populating all information fields provided during the sign-up process with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You will protect Your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You will notify Shoptimised Ltd. immediately upon learning of any unauthorized use of Your Account or any other breach of security. Shoptimised Ltd. (or its wholly-owned subsidiaries’) support staff may, from time to time, log in to the Service under Your customer password in order to maintain or improve service, including to provide You assistance with technical or billing issues.
- Nonexclusive License
Subject to the terms and conditions of this Agreement, (a) Shoptimised Ltd. grants You a limited, revocable, non-exclusive, non-sub-licensable license to use the Service solely as necessary for You to use the Service on Your Properties or those of your clients; (b) You may remotely access, view and download the reports provided by the System concerning your Properties and Registered Account; and (c) You may use all functionality associated with uploading, editing, creating and modifying Original Data Feeds belonging to You or the clients that You are authorised to Represent.
You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, the Documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (vi) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Reports or uploading, editing, modifying or creating product data feeds. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Software, Service and Reports.
Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
- Information Rights and Publicity
Shoptimised Ltd. Will not share any non-anonymised Customer Data or any Third Party’s Customer Data with any third parties or external partners unless Shoptimised Ltd. (i) has Your consent for any Customer Data or any Third Party’s consent for the Third Party’s Customer Data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Data is reasonably necessary to protect the rights, property or safety of Shoptimised Ltd., its users or the public; or (iii) provides Customer Data in certain limited circumstances to third parties to carry out tasks on Shoptimised Ltd’s behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Shoptimised Ltd. When this is done, it is subject to agreements that oblige those parties to process Customer Data only on Shoptimised Ltd’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.
By using Shoptimised or any other online tool or software provided by Shoptimised Ltd. you also agree for Shoptimised Ltd. to use your company name or brand name on its website(s) and within any marketing collateral, whether produced and distributed externally or internally, for the purposes of identifying you as a user/customer of either managed services or any online tool, product or service provided by Shoptimised Ltd.
You also agree that by registering for Shoptimised, you confirm that you are authorised on behalf of your organisation and/or the clients that you represent, to access and use their advertising accounts and data, and upload, modify, create or edit any Original Data feeds You register with Shoptimised and also produce, export and utilise any Shoptimised Feed(s) that you may access through use of Shoptimised in their advertising efforts.
You must not circumvent any privacy features that are part of the Service that may currently exist or that are implemented after creating a Registered Account. Should any of these features change or new features be added concerning privacy, you will be notified in writing.
Shoptimised and any and all online tools and Services provided by Shoptimised Ltd. are designed to inform and enhance our customers ability to analyse and make the most of their digital advertising efforts. All analysis, functionality, features, advice, guidance and tools are designed to be used in conjunction with a wider understanding of account performance and digital marketing, competitive environment and all other external factors that affect the performance of an advertising account. By accepting these terms you agree that You use these features and tools in full understanding of this and that You will not hold Shoptimised Ltd. liable in any way for negative outcomes or consequences that may occur as a result of You making changes to any external advertising platform, data feed, or network account using any feature of our service or on the basis of analysis, data or information provided therein.
To the extent permitted by applicable law, You will indemnify, hold harmless and defend Shoptimised Ltd., any of its parent organisations/companies and its wholly owned subsidiaries, at Your expense, from any and all third-party claims, actions, proceedings, and legal proceedings brought against Shoptimised Ltd. or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable legal/solicitors fees and other litigation expenses) incurred by Shoptimised Ltd. or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, its analysis, reports, or any feature, data, information, advice, guidance or functionality provided (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service, the Software or any of its recommendations, functionality or features to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports or functionality surrounding the editing, creation, manipulation, uploading or export of Original Feed(s) or Shoptimised Feed(s); (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, Consultation or the advice provided during the use of any or all parts of Shoptimised, the System, the Software or Reports. Shoptimised Ltd. will provide You with written notice of any claim, suit or action from which You must indemnify Shoptimised Ltd. You will cooperate as fully as reasonably required in the defence of any claim. Shoptimised Ltd. reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by You.
All data and reporting provided by Shoptimised Ltd. as part of the Service is pulled directly from the external advertising platform you use and the Properties or Original Feed(s) you link to the Service as part of the registration process. By agreeing to these terms and using Shoptimised or any of its Features, you agree to indemnify and hold Shoptimised Ltd. harmless against any loss, damage or other consequences associated with data inaccuracy, loss of data, service downtime or other failures arising from any actions taken by Shoptimised Ltd. while operating the System or arising from systems, servers or processes operated by the external advertising provider that your property(ies) are derived from. This includes data represented through all functions of the Service including Reporting and Analysis, the uploading, creation, editing and modification of Original Feed(s) and the production, export and use of Shoptimised Feed(s).
Shoptimised Ltd. aim to maintain the highest level of uptime and service for all users, but you agree by registering and accepting the terms of this document that you indemnify Shoptimised Ltd. and any parent company, wholly owned subsidiary, our external partners, employees, directors and shareholders from any damages, claims and civil or legal cases that may arise from any consequence or detrimental effect of downtime or failure of, or Your use of any feature, report, analysis or data provided by our software and online tools within your advertising accounts or those of your clients. You agree to indemnify and hold Shoptimised Ltd. and any parent company, wholly owned subsidiary, our external partners, employees, directors and shareholders harmless to any claim or civil or legal case resulting from any negative consequence whether financial, reputation, service based or otherwise from the use of any of our software, tools or services.
- Third Parties
If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by Shoptimised Ltd. to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Shoptimised Ltd. may share with the Third Party any Customer Data that is specific to the Third Party’s Properties, and (c) You will not disclose Third Party’s Customer Data to any other party without the Third Party’s consent.
- Disclaimer of Warranties
To the fullest extent permitted by applicable law, except as expressly provided for in this agreement, Shoptimised Ltd. Makes no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use and noninfringement.
- Limitation of Liability
To the extent permitted by applicable law, you agree that Shoptimised Ltd. will not be held liable for lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages that arise form use or the failure/non-delivery of this Service and any of its functions or features, or any other product owned or operated by Shoptimised Ltd., even if Shoptimised Ltd. or its subsidiaries and affiliates have been advised of, knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy. Shoptimised Ltd. (and its wholly owned subsidiaries’) total cumulative liability to you or any other party for any loss or damages resulting from claims, demands, or actions arising out of or relating to this agreement will not exceed £250 (GBP).
- Proprietary Rights Notice
The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of Shoptimised Ltd. and its parents. All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by Shoptimised Ltd. and its licensors without restriction, including, Shoptimised Ltd. (and its parents, its parents subsidiaries and its wholly owned subsidiaries’) right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Shoptimised Ltd.; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Shoptimised Ltd. (and its parents, its parents subsidiaries and its wholly owned subsidiaries) other than in the name of Shoptimised Ltd. (and its parents, its parents subsidiaries and its wholly owned subsidiaries, as the case may be); (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Service based on patent infringement.
13. Term and Termination
Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Shoptimised Ltd. will stop providing, and You will stop accessing, the Service. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full; (c) all of Your historical Report data will no longer be available to You; and (d) all Shoptimised Feeds and the edits, rules, modifications, product data and other features provided for data feed management and creation will be unavailable, You will retain use and rights to the Original Feed.
14. Modifications to Terms of Service and Other Policies.
Shoptimised Ltd. may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Shoptimised Ltd. will communicate any changes to these terms and its policies via email and direct you to these poilicies so that you may be made aware of any and all changes or provide you with clear prompts and functionality to review and accept any changes to these policies or terms. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Service, You should discontinue Your use of the Service. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Shoptimised Ltd., (ii) You accept updated terms online, or (iii) You continue to use the Service after Shoptimised Ltd. has posted updates to the Agreement or to any policy governing the Service.
15. Miscellaneous, Applicable Law and Venue.
Shoptimised Ltd. will be excused from performance in this Agreement to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between You and Shoptimised Ltd. concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement will be governed by and construed under English Law without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and English Law, rules, and regulations, English law, rules and regulations will prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in England. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement. The Software is controlled by U.K. Export Regulations, and it may be not be exported to or used by embargoed countries or individuals. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights in this Agreement without Shoptimised Ltd’s prior written consent, and any such attempt is void. The relationship between Shoptimised Ltd. and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 1, 4, 5, 6 (except the last two sentences), 7, 8, 9, 10, 11, 12, 14, 15 and 16.