Terms of Use

Effective date: 10 Feb 2019
These Terms of Use ("Terms") are a legal agreement between Leadza, LLC ("Leadza", "we" and "us") and the entity or person ("you", "your", or "user") who has authorized the Leadza Account to access their ads management platform ("Platform") and the Leadza Facebook App ID 1654144768160322 ("Leadza App"), which both provide you with help to launch, manage and optimize your Facebook and Instagram Ads, that may be offered by Leadza and its affiliates (collectively, the "Services"). These Terms of Use describe the terms and conditions that apply to your use of the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in these Terms.

If you do not understand any of these Terms of Use, please contact us before using the Services.

Overview

These Terms provide a general description of the Services that Leadza may provide you. Should you want to access a more detailed description of the Services, please visit our online channels, which include our main website at leadza.ai, and other websites that we either maintain or own (collectively, our "Sites").

Your Leadza Account

a. Registration. In order to use the Services, you must register with Leadza and create an account (a "Leadza Account") via "Sign up with Facebook" button. You must also have an advertising account on Facebook, and you must agree to abide by all of the terms and conditions including Privacy and Cookie Policies, by ticking the "I agree" box when you sign up to the Services; whereby you are entering into a legally binding agreement with Leadza.

b. Business Representative. If you are accessing and using the Services on behalf of a company such as your employer or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms.

Leadza will not be liable if a person without the necessary power / non properly authorized person enters into these Terms for and on behalf of a legal entity.

The following special requirements apply in relation to persons under 18 years old: You may not use the Services if you are under 18 years of age.

Fees

Leadza will provide the Services to you at the scope and for the fees ("Fees") described on the Subscription Plans ("Plans"), linked here and incorporated into these Terms. The applicable Subscription Plan depends on your Facebook Ads spending, extension and your choice. Your Subscription Plan is selected during your Leadza Account authorization and you can change it at any time.

We may revise the Fees and Plans at any time. However, we will provide you with at least 30 days' advance notice before revisions become applicable to you, or a longer period of notice if this is required by applicable Law.

In addition to the Fees, you are also obligated to pay all taxes, fees and other charges imposed by any governmental authority ("Taxes"), and duties.

Subscription

a. Trial Period. We entitle you to test and use Leadza as a normal paying user ("Trial Period"). Term of the trial period is specified in Plans. At the end of the Trial Period, your credit card will be automatically charged on the displayed billing date on the billing section associated to your Leadza Account in the Services.

b. Plan Terms. We provide monthly and annual Subscription Plan Terms ("Subscription Terms"). In the end of your current Subscription Term, we will enroll you into an automatic renewing cycle for the same term at the conclusion of the Subscription Term (the "Renewal Term"). This applies to all Plans involving payment, and works the same for both monthly and annual renewals.

c. Canceling Subscription. You can cancel your Subscription Plan at any time via Leadza account settings. We will provide you with a refund within five working days.

Services and Account Support

We will provide you with support to resolve general issues relating to your Leadza Account and your use of the Services. This support includes tutorials and articles (collectively "Materials") that we make available to you through the current versions of Leadza's tutorial pag or through support team. The most efficient way to get answers to your questions is to view our Materials. If you still have questions after reviewing the Materials, please contact us by Intercom Messenger at the Sites, or via Personal Account.

By sending us a support request, you grant us your prior consent to access your Leadza Account with the sole purpose to answer your request and/or to solve the issue you are facing.

Termination

You may terminate this Terms of Use agreement at any time by canceling your Subscription Plan via Leadza account settings. Upon termination, your Subscription Plan will immediately terminate. We will provide you with a refund within five working days.

We also may terminate your right to use the Services with or without cause at any time and will not be liable to you in any way for possible consequences of the aforesaid. We will notify you via Leazda App or in other means if we terminate your Leadza Account. In the event of any termination, the limitations on your use of the Services and our warranties will survive such termination.

IP Rights

Leadza exclusively owns all rights, title, and interest in the patents, copyrights including rights in derivative works, moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Materials (collectively, "Leadza IP") or any copies thereof. Leadza IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in Leadza IP not expressly granted to you in these Terms are reserved.

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, our app or any other component of our products or services ("Feedback"). If you submit any feedback to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the feedback. You also agree that Leadza has not any obligation to you in connection with any feedback you submit to us, and that we are free to use your feedback without any attribution or compensation to you.

Limited Licences

We grant you a limited, revocable, non-exclusive, non-transferable and non-assignable licence to use the Services as a software as a service (SaaS) solution for enterprise, and commercial use subject to the other terms of this Terms of Use agreement.

You hereby guarantee not to resell any part of the Services, not transfer, lease, sub-license, modify, reverse engineer, decompile or disassemble the Sites and any part of the Services. You

will not copy, adapt, alter, modify, translate, or create derivative works of the Services without prior written authorization of Leadza.

You represent and warrant that you will not use the Services for illegal purposes, or for the transmission of information that may be classified as unlawful, libellous, abusive, obscene or that infringes any rights, including Intellectual Property Rights of others. You will not permit to someone who is not one of the main people involved in a business agreement ("Third Parties") to use the Services, except under the terms of this Terms of Use agreement. In order to protect the Intellectual Property Rights of the Services, you will not circumvent or disable any technological features or measures in the Services.

You will not use the Services, including in conjunction with, any device, program, or service designed to circumvent any deployed technological measures, in an attempt to control access to, or the rights in, a content file or other work protected by intellectual property laws. Any such forbidden use will constitute a material breach and will lead, at our own discretion, to immediately terminate your right to access the Services. Any breach of this Clause will make you liable for damages suffered by Leadza.

Content

You may use the Services to upload or publish ads, text, images, and other content (collectively, "Content") to your accounts on the Supported Platforms sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse Leadza for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.

Links

The Sites and the Services may include links to Supported Platforms and other websites that are not owned or maintained by Leadza or any of its affiliates ("Third Party Sites"). Leadza is not liable for any content, material or other information contained on those Third Parties Sites. Your use of any Third Party Site is subject to its terms of use and privacy policies. We reserve the right solely to discontinue such links at any time.

Leadza Services

Leadza Services include an ads management platform ("Platform") and an application ("Leadza App"). Both Platform and Leadza App help you launch, manage and optimize your Facebook and Instagram Ads.

The Services allow you to get, customize, and implement several types of suggestions ("Features") related to your Ads for your associated Facebook Ad accounts. Features described on a suggestions page, linked here, and incorporated in these Terms.

We may update the Services at any time. Such update may result in changes in the appearance and functionality of the Services including the addition, modification, or removal of functionality, Features, or content.

You may manage your Leadza Account and enable additional features through the Leadza Personal Account ("Personal Account").

You get and implement suggestions through the Leadza App. You agree that we may make changes in your associated Facebook and Instagram Ad accounts without additional permission from you if these changes do not affect the advertising budget. You agree that you give us rights to make changes in your Facebook Ads Manager ("Ads Manager"), in accordance with suggestion details by confirming implementation of certain suggestion through the Leadza App.

The Services interoperate with Facebook and Instagram websites (collectively "Supported Platforms"), and are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make some or all of their features available to Leadza, we may cease to provide such features to you.

Service Requirements, Limitations and Restrictions

a. Compliance with Applicable Laws. You must use the Services in a lawful manner, and must obey all laws, rules, and regulations ("Laws") applicable to your use of the Services and to Advertising. As applicable, this may include compliance with domestic and international Laws related to Advertising.

b. Supported Platform Requirements. You must use the Services in accordance with Supported Platforms Advertising Policies. You must evaluate and bear all risks associated with the publishing of ads on Supported Platforms via Leadza. We do not prescreen the ads content, but we may review, reject or remove any ads content transmitted by the use
of Leadza that we believe: (i) may violate these Terms; or (ii) expose you, Leadza, or others to risks unacceptable to Leadza.

c. Restricted Activities. You may not allow, and may not allow others to: (i) access or attempt to access non-public Leadza platform, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our Sites except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under these Terms; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services, or affect the use of the Services by our other users.

Privacy and Data Protection

a. Confidentiality. Leadza will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services, and as permitted by this Agreement or by other agreements between you and us.

"Confidential Information" shall mean all information provided by you or us (the "Disclosing Party"), to the other party (the "Receiving Party"), whether orally or in writing, designated as being confidential. Provided that for all intents and purposes, Confidential Information shall not be construed to include any information that is (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by the Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by the Receiving Party with the Disclosing Party's prior written approval;

b. Privacy. Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal

Data you provide to us. You agree to the terms of our Privacy Policy, which we may update from time to time.

In case that we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Leadza Account, and ads transmitted through your use of the Services.

Disclaimer and Limitation of Liability

WE WILL TRY TO KEEP LEADZA UP AND RUNNING, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK.

WE DO NOT GUARANTEE THAT LEADZA WILL ALWAYS BE SAFE, SECURE, ERROR-FREE, OR THAT LEADZA WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LEADZA DOES NOT WARRANT THAT THE SERVICE WILL MEET BUSINESSES' REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, LEADZA HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICE INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, In no event shall Leadza BE LIABLE CONCERNING THE SUBJECT MATTER OF this agreement, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), for any (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY of data, loss or interruption OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, AND TRADING AND INVESTMENT LOSSES, OR (D)
damages, IN THE AGGREGATE, in excess of the greater of $1000 or the fees paid by User hereunder in the SIX (6) MONTHS preceding the applicable claim, EVEN IF LEADZA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Representations and Warranties

By accepting these Terms, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) you will comply with all Laws applicable to your business and use of the Services; (d) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; and (e) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services. (f) you agree to indemnify, defend, and hold Leadza and its affiliated companies, employees, and agents harmless from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses, and any other liabilities, including without limitation attorneys' fees, arising out of or related in any manner to your breach or alleged breach of these Terms of Use.

Amendments

We have the right to change or add to the terms of this Terms of Use agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on leadza.ia or any other Sites we own. We will provide you with Notice of any changes through the Dashboard, via email, or through other reasonable means. If you are an existing Leadza user, the changes will come into effect 30 days after we post the changes to our website, and your use of the Services more than 30 days after we publish any such changes on our Sites, constitutes your acceptance of the modified Terms. You can access a copy of the current terms of this Terms of Use agreement on our Sites at any time. You can find out when the Terms of Use agreement was last changed at the top of the agreement.

Survival

Rights and obligations under this Terms of Use agreement which by their nature are intended to survive termination, including without limitation the indemnification and liability limitations provisions set forth in these Terms, will remain in full effect after termination or expiration of the Terms.



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Terms of Service
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