Terms & Conditions
By using the AdCurve.com website and application, or any other services (collectively, ‘Services’), of Shop2market BV, whose principal place of business is De Strubbenweg 7, 1327GA Almere, The Netherlands, you are agreeing to be bound by the following terms and conditions (‘Terms of Service’).
The following Terms of Service (the “Agreement”) govern all use of the AdCurve website (the “Site”) and the products and services (the “Service”) available at the Site.
In this Agreement, “You” or “Your” means the person accepting this Agreement and the company (if any) on whose behalf he/she is acting, and “We”, “Us”, “Our” “Shop2market” or “Company” means Shop2market BV. Individually a “Party” and together referred to as the “Parties”.
By using or accessing any part of the Service, You agree that You are at least eighteen (18) years old and have read, understand, and agree to be bound by all of these Terms of Service. If You do not agree to all of these Terms of Service, You must not use or access the Service. If You are entering into this Agreement on behalf of a company, You represent that You have the authority to bind that company to the Terms of this Agreement.
Our Service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the software, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under law.
Changes to Terms of Service
We reserve the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at http://www.AdCurve.com/termsandconditions/.
Our services allow customers to manage, optimize and analyze their digital marketing activities across multiple advertising channels and devices. As such, we do not have a direct relationship with users who visit or otherwise engage customer websites or are exposed to Your advertisements that are managed using our services.
Use of the Service
We grant You the non-exclusive, non-transferable and non-sublicensable limited right to use and access the Service for the duration of the Agreement, subject to the conditions of this Agreement. The use of the Advertising Channels may be subject to the conditions of use of the Advertising Channel concerned. We have no control over the application or content of such conditions and are not responsible for them. Any disputes between You and the Advertising Channel must be resolved by You. Such disputes shall not involve Shop2market BV.
Change of terms
We reserve the right, in Our sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. Your continued use of the Service following the posting of any changes to this Agreement constitutes Your acceptance of those changes and You are responsible for reviewing those terms as We notify You about them. Some products or services that become available at the Site may be subject to additional or different terms and conditions, and if those additional terms and conditions conflict with this Agreement, those additional terms and conditions will control.
We reserve the right to modify or terminate the Service for any reason, without notice at any time. We reserve the right to refuse service to anyone for any reason at any time.
Disclaimer of warranties
You expressly understand and agree that:
Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. Shop2market BV and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
We make no warranty that (i) the service will meet your requirements or expectations, (ii) that your access to or use of the service will be uninterrupted, timely, secure or error free, (iii) that any defects in the service will be corrected, or (iv) that the service or any server through which you access the service is free of viruses or other harmful components.
You understand that in using the Service, sensitive information will travel through third party infrastructures which are not under our control (such as third party servers). We make no warranty with respect to the security of such third party infrastructures.
Any material downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
No advice or information, whether oral or written, obtained by you from Us or through or from the service shall create any warranty not expressly stated in the Terms of Service.
Limitation of liability
You expressly understand and agree that Shop2market BV and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to You for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and service resulting from any goods, data, information or service purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of Your transmissions or data; (iv) statements or conduct of any third party on the service; (v) any other matter relating to the service. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.
Shop2market has no involvement in and is not liable and/or responsible for the content of the Advertisements and other information which You provide via the Service. We accept no liability whatsoever for losses resulting from use of the Advertisements and other information by You.
Shop2market is not a party to, and may therefore not be held liable for losses arising from, any agreements between You and Advertising Channels. Company cannot be held liable for losses resulting from failure to retrieve or prepare (data feeds for) Advertisements and/or failure to do so in time, for the incomplete, incorrect or out-of-date content of (data feeds for) Advertisements, for the rejection and/or refusal of (data feeds for) Advertisements by Advertising Channels, and/or for any other losses and costs sustained by You as a result of an action by one or more Advertising Channels.
Except for the indemnification obligations of the parties set out herein, to the fullest extent permitted by applicable law, under no circumstances shall either party be liable to the other party on account of any claim (whether based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, the failure of any limited remedy to achieve its essential purpose, or otherwise) for any special, consequential, incidental, or exemplary damages, including but not limited to lost profits, even if a party has been advised of the possibility of such damages. Except for the indemnification and confidentiality obligations of the parties set out herein, in no event shall either party’s liability exceed an amount equal to the fees paid by licensee under this agreement. If You are dissatisfied with the software Your sole and exclusive remedy is to discontinue use of the software.
Intellectual Property Rights
The Intellectual Property Rights relating to the Service, including but not limited to the Intellectual Property Rights to the texts, pictures, designs, photographs, software, Tags, audiovisual material and other materials, are vested in Shop2market BV and/or its licensors.
None of the provisions of this Agreement are intended to transfer any Intellectual Property Rights to You. The use which You are permitted to make of the Service is limited to what is described in this Agreement. You shall not perform any acts that may infringe the Intellectual Property Rights of Shop2market BV or its licensors, such as the registration of domain names, trademarks or Google Adwords search terms (keywords) that are similar or identical to any mark in respect of which Shop2market BV or its licensors can enforce Intellectual Property Rights. You acknowledge and accept that any unauthorised use of texts, pictures, designs, photographs, software, audiovisual material and/or other materials subject to Intellectual Property Rights shall constitute a breach of this Agreement and of the applicable legislation.
You shall retain all Intellectual Property Rights – if any – to the Advertisements and other data files which it disseminates via the Service. You hereby automatically grant us a royalty-free, unlimited, unencumbered, worldwide sub licensable and non-exclusive right to use, multiply and publish the Advertisements and other data files which it disseminates via the Service for the benefit of the Service. You hereby grant Company a royalty-free, unlimited, unencumbered, worldwide sub licensable and non-exclusive right to use, multiply and publish Your logo and name for promotional and marketing purposes for the benefit of the Service.
You guarantee that there are no third-party rights which preclude making the Advertisements, data files, name and logo available to Company. You indemnify Shop2market against any third-party claims based on the allegation that such making available to or use, multiplication or publication by Shop2market infringes any right of that third party.
Modification of the Service and prices
We may change, suspend, or discontinue all or any part of the Service at any time, with or without reason. You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and we shall not be responsible to You or others for any such interruptions, errors or problems or an outright discontinuance of the Service.
Prices for using Service are subject to change upon 14 days notice from Shop2market. Such notice may be provided at any time by posting the changes to the Site or the announcement email.
The Subscription Term is for an indefinite period. During the Subscription Term the Registered User receives access and use of the Service after payment of the Subscription Fee.
The Service is made available through several subscription plans. For our most current plans and prices or custom plans, please visit www.AdCurve.com. We retain the right to change subscription plans, at any time. You may not downgrade Your subscription plan to a lower cost version, unless the subscription plan expires. In case a subscription plan will change, we will notify You at least thirty (30) days in advance. You will then get the option to accept the new subscription plan, or You have the right not to accept the new subscription plan, if this is harmful or detrimental to You.
The Subscription Fee is based upon the Subscription Plan that the Registered User has chosen. Fees for monthly subscriptions are to be paid per month. Subscription fees are nonrefundable.
We shall issue monthly invoices. All the rates specified shall exclude VAT and other levies that have been or will be imposed by the government. You shall not be entitled to suspend any payment or to offset amounts owed.
The costs of using the Advertising Channels are not included in our costs.
You indemnify Shop2market BV against any claims from Advertisement Channels referring to or arising from the non-fulfilment, improper fulfilment or late fulfilment of payment obligations by You.
Duration and termination of the Agreement
The Agreement is entered into for an indefinite period. The Agreement may be cancelled by You or Company, subject to one calendar month’s notice. Either You and Shop2market BV is entitled to terminate the Agreement on account of culpable failure in the performance of the Agreement, if the other Party, having received a written notice of default describing the failure in the greatest possible detail and providing a reasonable period within which to remedy the failure, culpably fails to fulfil essential obligations under the Agreement.
If, at the moment of termination referred to in the previous paragraph, You have already received services in performance of the Agreement, these services and the related payment obligation cannot be revoked. Amounts which Shop2market invoiced before the termination shall remain owed in full and shall be due.
Shop2market is entitled to cancel the Agreement in full or in part, without notice of default being required, if You are granted a (provisional) moratorium, if a bankruptcy petition is filed in Your respect, if Your business is wound up or terminated for purposes other than reconstruction or business amalgamation, or if there is a change in the decisive control over Your business.
The cancellation, termination or discontinuation in any other way of the Agreement shall never oblige us to refund amounts already received or to pay any compensation. In the event that the Agreement is cancelled, terminated or discontinued in any other way, Your right to use and access the Service shall lapse by operation of law.
If You fail to fulfil Your obligations under this Agreement, or fail to do so completely or in time, Shop2market shall be entitled to suspend the performance of the Agreement either wholly or in part, without any demand or notice of default being required. We also reserve the right to retain possession of data, data files and/or results of the Service, despite any existing obligation to hand over or transfer these items, until You have fulfilled Your obligations.
In addition to the other (legal) remedies available to us, we shall be entitled at all times, without stating its reasons and without any prior explanation, to (temporarily) limit or (temporarily) disable Your activities in connection with the Service, to temporarily or permanently discontinue and/or remove the exchange of (the data feeds for) Advertisements with Advertising Channels, to issue a warning, to terminate the Service or to refuse to provide the Service to the You, specifically – but not exclusively – if You act in breach of this Agreement. In this connection, Shop2market shall not be liable or obliged to pay compensation to You in any way.
Any questions or issues can be reported at:
Our support desk will respond to Your support questions on working days between 9:00 and 17:30 (GMT +2). If a technical disruption results in material revenue loss Shop2market rates the problem as ‘business critical’. We commit ourselves to the following response and resolution times, depending on the severity of the question or problem:
||4 business hours
||2 working days
||40 business hours
||10 working days
If You are not satisfied with our level of support, response times or performance, Your issue can be escalated by sending an e-mail to management@AdCurve.com. AdCurve management will respond within a maximum of two working days (or sooner). Management will strive towards raising the support level, resources or monitoring to get Our performance back to Our committed levels.
Availability of the Service
We do not guarantee that the Service will be accessible at all times and without interruptions or breakdowns, or that the Service is supplied error-free and/or complete. Reasons for breakdowns in the Service include, but are not limited to, breakdowns in the Internet and/or telephone connection, viruses and errors/defects.
We shall not be liable or obliged to You to pay compensation in respect of any losses arising from or caused by the (temporary) unavailability or (interim) outage of the Service.
We are entitled to (temporarily) disable the Service and/or to limit its use if such is necessary in its view, for example in the context of the maintenance of the Service that is reasonably required, without prior announcement and without becoming obliged towards You to pay compensation. Shop2market is also entitled to make procedural and technical changes and/or improvements to the Service without prior announcement.
If and to the extent that personal data are being processed in connection with use of the Services, You and Company shall be regarded as joint controllers within the meaning of the General Data Protection Regulation (GDPR) and this article qualifies as arrangements as described in article 26 of the GDPR. The personal data, of the data subjects, that can be processed by the Company in this regard is traffic data (under which IP-addresses) from Your customers (consumers).
The Company processes the personal data solely for the purpose of performing the Services. You also process the personal data for Your own purposes, for which Company can’t be held responsible.
You represents and warrants that the content, use and instruction to process the relevant personal data as part of the Services, is not unlawful and does not infringe any rights of a third party and/or data subjects. In this context, You indemnifies Company of all possible claims and actions related to the processing of personal data. More specifically, You provide a legitimate basis for the processing of the personal data and You inform your customers about the existence and the use of the Services. In the absence of a legitimate basis, You inform the Company without delay.
The Company shall process the personal data in all countries within, and outside, the European Economic Area, in compliance with the relevant applicable laws and regulations. Upon request, Company shall notify You as to which country or countries outside the European Economic Area the personal data is being processed in.
The Company shall, to the best of its ability, make reasonable efforts to have sufficient technical and organizational measures in place with regard to the processing of personal data, and will endeavour to meet the security at a level that is not unreasonable, taken into account the state of the technology, the sensitivity of the data and the costs involved in making the security arrangements. You shall do the same with regard to the personal data collected by You and made available to Company.
In the event of a personal data breach (as meant within article 4 (12) GDPR, which means a breach of security, either accidentally or unlawfully, leading to the destruction, loss, alteration or unauthorized disclosure of, or the unauthorized access to transmitted, stored or otherwise processed data) regarding the personal data, Parties shall, to the best of their ability, make reasonable efforts to inform each other thereof without no undue delay and within 36 hours after discovery. Company shall inform You about breaches within Company systems while You inform the Company about breaches within Your systems. Parties shall determine whether or not to inform the relevant regulatory authority and/or the data subjects and which of the Parties will do so. Parties shall provide each other with all the relevant information about the data breach, as available to them.
A notification of a data breach, by Parties to each other, only shall take place if the data breach has actually occurred and not if there can be only spoken of a (theoretical) vulnerability.
Where a data subject submits a request to one of the Parties to exercise one of its legal rights, shall that Party then deal with this request independently. In case one of the Parties requires the cooperation of the other Party in the exercise of legal rights by a data subject, Parties will provide this cooperation as far as possible and to the extent that it is reasonable.
All personal data received by the Company from You and/or compiled by Company within the performance of the Services is subject to a duty of confidentiality vis-à-vis third parties. This duty of confidentiality will not apply in the event that You have expressly authorized the furnishing of such information to third parties, where the furnishing of the information to third parties is reasonably necessary in view of the Services, or if there is a legal obligation to make the information available to a third party. If the Company is legally required to provide information to a third party, the Company shall inform You of this immediately to the extent permitted by law.
The Company may transfer rights and obligations arising from the Agreement to third parties. In the event of such a transfer, Company shall notify You accordingly. You are not entitled to sell and/or transfer the rights and/or obligations under the Agreement between You and the Company to a third party.
Applicable law and competent court
The Agreement and the use of the Service are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded. All disputes which may arise between Shop2market BV and You shall be submitted to the competent court in the district of Amsterdam.
These terms are dated and applicable from 25th May 2018.