Terms of Service
These Terms of Service (these “Terms”) constitute a binding agreement between AdSwarm Tools, Inc.(“AdSwarm,” “we,” or “us”) and the entity or person accessing or using the Service (“Customer” or “you”). By accessing or using the Service, you accept these Terms. If you use the Service on behalf of an organization, you represent and warrant that you are authorized to bind that organization, and “Customer” refers to it.
1. The Service
AdSwarm provides an enterprise software platform through which businesses manage, analyze, and optimize their advertising and commerce operations on supported marketplaces. We may enhance, modify, or discontinue features of the Service from time to time, provided that no such change materially diminishes the core functionality of a paid subscription during its term.
2. Accounts and Eligibility
You must be at least 18 years of age and capable of entering into a binding contract. You are responsible for the accuracy of your registration information, for maintaining the confidentiality of your credentials, and for all activity occurring under your account. You will notify us promptly of any suspected unauthorized access.
3. Customer Data; Platform Connections
As between the parties, Customer retains all right, title, and interest in and to the data Customer submits to the Service or that the Service retrieves from Customer’s connected marketplace accounts at Customer’s direction (“Customer Data”). Customer grants AdSwarm a limited, non-exclusive license to process Customer Data solely to provide, secure, and improve the Service and as otherwise instructed by Customer.
Customer is responsible for maintaining the rights and authorizations necessary to connect each marketplace account and for its own compliance with all applicable third-party terms, including those of Amazon and Walmart. AdSwarm accesses connected accounts exclusively through the platforms’ authorized interfaces and OAuth consent flows.
4. Acceptable Use
You will not, and will not permit any third party to:
- reverse engineer, decompile, or otherwise attempt to derive the source code of the Service;
- use the Service in violation of applicable law or in a manner that infringes or misappropriates the rights of any person;
- interfere with or disrupt the integrity, security, or performance of the Service;
- access the Service by automated means other than interfaces we make available for that purpose; or
- share credentials or resell, sublicense, or otherwise make the Service available to any third party except as expressly permitted in writing.
We may suspend or terminate access for violation of this Section.
5. Fees
Fees and billing terms for paid subscriptions are set forth at the time of purchase or in an applicable order form. Except as required by law, fees are non-refundable. Pricing changes apply prospectively upon notice.
6. Intellectual Property
AdSwarm and its licensors retain all right, title, and interest in and to the Service, including all software, designs, documentation, and derived analytics that do not contain Customer Data. No rights are granted to AdSwarm’s trademarks or branding.
7. Confidentiality
Each party will protect the other party’s confidential information using no less than reasonable care, will use such information solely in connection with the Service, and will disclose it only to personnel and advisors with a need to know who are bound by obligations of confidentiality.
8. Term; Termination; Effect of Termination
Customer may close its account at any time. We may suspend or terminate access upon material breach, where required by law, or upon discontinuation of the Service. Following termination, Customer Data is deleted in accordance with our data-retention schedule and in any event within 90 days, except where retention is required by law. Marketplace credentials are destroyed immediately upon disconnection of the associated account.
9. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, ADSWARM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADSWARM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY RECOMMENDATION OR OPTIMIZATION WILL ACHIEVE ANY PARTICULAR RESULT. ADVERTISING OUTCOMES DEPEND ON FACTORS OUTSIDE ADSWARM’S CONTROL.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, ADSWARM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Indemnification
Customer will defend, indemnify, and hold harmless AdSwarm from and against any third-party claim arising out of Customer Data, Customer’s use of the Service in violation of these Terms or applicable law, or Customer’s violation of any third-party terms, including those of Amazon or Walmart.
12. Governing Law; Venue
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over any dispute arising out of these Terms, and each party consents to personal jurisdiction and venue there.
13. Modifications
We may modify these Terms by posting an updated version and revising the Effective Date. Material changes will be preceded by at least 14 days’ notice. Continued use of the Service after the effective date of a revision constitutes acceptance.
14. General
These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements. If any provision is held unenforceable, the remaining provisions remain in full force. Neither party may assign these Terms without the other party’s consent, except that AdSwarm may assign them in connection with a merger, acquisition, or sale of assets. Legal notices to AdSwarm must be sent to [email protected].
15. Contact
AdSwarm Tools, Inc.
Email: [email protected]