Terms of service

Last updated: January 27th, 2020
Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the https://app.zalster.com website (the "Service") operated by the Swedish company Zalster AB ("us", "we", or "our"), with organization number 559032-0122.
These Terms of Service, and any supplemental terms or agreements (“Other Agreements”) is a legal agreement between Zalster and you, individually and on behalf of your employer (collectively “you”, “your” or “customer”). Before accessing or using the Service, you must agree to these Terms of Service. When purchasing any Service through submitting an order form (“Order”) on the Zalster site, you are legally binded to these Terms of Service. By accessing or using the Service you acknowledge and agree that you have read, understood, and agree to be bound by these Terms of Service. If you are using the Service on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement.
This Agreement sets out the legally binding terms for your use of the Service and may be modified by Zalster from time to time in its sole discretion. If you disagree with any part of the terms then you may not access the Service.

1. Service1.1The Service is a tool provided via Zalster.com, and used by the Customer. The Service can be used to manage, analyze and optimize Facebook- and Instagram Advertising campaigns. The Service is set out in more detail in the service descriptions which are available on https://zalster.com or by contacting a representative of the company.
1.2The Service is made to help the Customer optimize its marketing campaigns. The Customer remains responsible for how the Customer uses the Services and for achieving the intended goals and results of the Customer's marketing campaigns. It is the responsibility of the Customer to ensure that the output and results of the Services meet the Customer's expectations and requirements.
1.3The Service is constantly evolving and the features and availability of the Service may change without notice. Zalster.com will endeavour to inform the Customer of any substantial changes in the Service on https://zalster.com
1.4Zalster AB may provide assistance to the Customer upon request (additional fees may apply). If required, the Customer must allow Zalster AB access to the necessary information and facilities, and, to the best of its ability, also otherwise contribute to the delivery of the Service. If requested by the Customer, Zalster AB personnel can modify the Customer’s marketing campaigns and other settings based on mutually agreed instructions.
1.5The Customer undertakes not to use the Service for unlawful purposes or against the terms and policies applicable to Facebook, where the marketing campaigns are conducted. The Customer must use the Service in a manner consistent with any and all applicable laws and regulations. The Customer also undertakes to comply with Zalster’s reasonable directions and requests related to the Service. If the Customer grants its end-customers access to the Service, such end-customers shall be considered equivalent to the Customer for the purposes of these Terms of Service and the Customer shall be responsible for the actions and compliance of such end-customers.
1.6By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. If you disagree with any part of the terms then you may not access the Service.

2. RegistrationUnless otherwise agreed, the Customer shall register on https://app.zalster.com before commencing the use of the Service. In registration, the Customer shall register the Business Manager(s), Facebook Ad Account(s), Facebook Page(s) and other related assets with which the Customer wishes to use the Service. The Service is solely for access and use by the Business Manager(s).

3. License3.1Subject to Zalster.com’s confirmation of the Customer registration Zalster AB grants the Customer a non-exclusive, non-transferable limited license, against due payment of the agreed fees, to use the Service solely in connection with registered predefined Facebook Ad accounts.
3.2The Service contains the copyrighted material, trademarks, patents, trade secrets, and other proprietary information (”Intellectual Property”) of Zalster AB The title and all Intellectual Property rights to the Service and any data, documentation, images and/or Zalster software belong to Zalster AB. No Intellectual Property rights shall be transferred pursuant to these Terms of Service. You may not distribute, sub-license, translate, reverse-engineer, decompile, or disassemble the Service or Intellecutal Property or the source code thereof; or attempt to derive the source code thereof in any other way; modify the Service or Intellectual Property or the source code thereof into another program; or remove, modify or alter any Zalster Intellectual Property from any part of the Service or Intellectual Property or the source code thereof.
3.3In case the use of the Service includes third-party solutions, notwithstanding of anything to the contrary stated hereunder, such third-party solutions shall be exclusively governed by the third-party’s standard Terms of Service applicable to such solutions.

4. Fees4.1The fee payable to Zalster is the amount set forth in the Order upon registration of the Service. The fee shall be prepaid upon registration of the Service. All monthly and annual payments are nonrefundable and noncancellable. There will be no refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for service periods unused with an open account. In order to treat everyone equally, no exceptions will be made.
Unless otherwise arranged with a Zalster representative, a valid credit card is required for paying accounts. When purchasing any Service, the Customer authorize Zalster to charge the credit card identified by the Customer and agree that Zalster and its payment provider can store the credit card information.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the Zalster Site and payments made by you herein.
Unless otherwise agreed, possible additional work referred to in Section 1.4 above is separately chargeable on time and material basis.
4.2Fees are subject to change by Zalster.com from time to time upon 30 days notice by Email. The change shall not affect the fees for invoicing periods prior to the day that the price change becomes effective. If the Customer wishes to discontinue the use of the Service due to the price change, the Customer shall via Email notify Zalster thereof at least 14 days before the price change becomes effective, and if such notice is given, the Service will end on the day that the price change becomes effective.
4.4The fees are exclusive of VAT and any other governmental taxes and levies.

5. Warrants, limitations of liability5.1Zalster AB makes commercially reasonable efforts to ensure that the Service will be available for use at all times basis excluding temporary maintenance, updating or repair breaks. Zalster AB does not assume any liability for usage interruptions or breaks, but it shall inform the Customer of the breaks whenever reasonably possible. Zalster AB does not warrant that the Service will be uninterrupted or error-free.
5.2The warranty does not cover errors or deficiencies attributable to (a) changes to the Service made by the Customer which have not been approved by Zalster AB in writing; (b) use contrary to these Terms of Service, or the written instructions given by Zalster AB; (c) disturbances or interruptions in the Service due to data network; (d) a service or product not supplied by Zalster AB or other similar reason outside of the Services; or (e) reasons beyond our control.
5.3The Customer acknowledges that the use of the Service is dependent on Facebook and Instagram in which the Customer's marketing campaigns are carried out and that the actions of the third party operating the social media may affect the use of the Service. Zalster AB does not accept any liability for the operation and function of third party products and services or actions or omissions of any third party providers including the third parties who operate the social media in which the Customer's marketing campaigns are carried out.
5.4Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of Customer’s privacy, confidential information and property. To the extent not otherwise expressly agreed in these Terms of Service, the Service is provided “as is” and “as available” and Zalster AB expressly disclaims all other warranties, including the warranties of merchantability, title, accuracy, non-infringement, correctness and fitness for a particular purpose and do not promise any specific results from the use of the Service.
5.5To the extent allowed by mandatory law, Zalster AB does not have any other responsibility or liability for the Service. In all cases neither party shall be liable for any special, direct, indirect, incidental, punitive or consequential damages of any kind whatsoever (including attorney’s fees) in any way arising in connection with the Service or these Terms of Service.
5.6If the limitation of liability is found to be unenforceable, Zalster AB’s total aggregate liability for any cause of action arising from Customer’s use of the Service or under this agreement may not in any calendar year starting from the day the Customer started using the Service exceed an amount equal to the aggregate amount of fees received by Zalster AB from the Customer under these Terms of Service during the twelve (12) months preceding the cause of claim.

6. Confidentiality6.1Each party shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than for the proper fulfillment of these Terms of Service. The confidentiality and non-use obligations shall not, however, be applied to material and information, (a) which is generally available or otherwise public; or (b) which the party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving party prior to receipt of the same from the other party without any obligation of confidentiality related thereto; or (d) which a party has independently developed without using material or information received from the other party
6.2Each party shall promptly upon termination of the Service (or when the party no longer needs the material or information in question for the purposes of the Service) cease using confidential material and information received from the other party and, unless the parties separately agree on destruction of such material, return the material in question (including all copies thereof). Each party shall, however, be entitled to retain the copies required by law or regulations.
6.3The confidentiality and non-use obligations set out hereunder will remain in force for two years from the disclosure of each respective confidential material and information.

7. Discontinuation7.1The subscription period shall begin upon registration of the Service and shall continue for the subscription period set forth in the Order. If the Customer has not terminated the Service before the last day of the subscription period, the subscription will renew automatically for an additional time period corresponding to the prior subscription period.
7.2A party may discontinue these Terms of Service and the Customer's use of the Service with immediate effect, if the other party is in material breach of its obligations hereunder, and fails to remedy such breach within 30 days written notice.
7.3Upon expiration of the license, the Customer is obliged to cease the use of the Service and return or destroy Zalster Software in its possession and upon Zalster AB's request confirm in writing that it has complied with the aforesaid.
7.4Upon discontinuation for whatever reason, no paid fees will be returned by Zalster AB, and the Customer is obliged to pay the fees past due at the effective date of such discontinuation. In case the agreed fees are not fully paid or the obligations set out herein are not otherwise followed by the Customer, Zalster AB reserves the right to discontinue the license to use the Service with immediate effect.

8. Processing of data8.1The Customer expressly acknowledges and agrees that it is Customer's obligation to observe and to comply with any and all privacy and data protection laws (including but not limited to EU General Data Protection Regulation, GDPR), regulations and terms applicable to information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context (“Personal Data”) contained in the materials provided by the Customer for the purposes of the Service regardless of the country/state in which the Customer is based. The above mentioned includes, but is not limited to, complying with terms and restrictions related to Customer's use of customer/contact databases and complying with any applicable privacy policies and cookie opt- in policies.
8.2In the event that (i) Zalster in connection with the Service processes Personal Data as a processor on behalf of the Customer and (ii) the applicable legislation (such as the GDPR) requires Parties to put in place a data processing agreement (DPA) to govern such data processing, the DPA (provided upon request to moc.retslaz%40opd) shall apply. In such event, the DPA forms an integral part of the Agreement and shall be applied to the processing of Personal Data by Zalster as a processor.
8.3Zalster may collect and process Personal Data regarding Customer’s personnel and/or other representatives of the Customer using the Service for the Customer. Such processing is described in Zalster’s Privacy Policy, the current version of which is available via the Service and on Zalster’s website. The Customer shall ensure that its employees and representatives engaging with the Service are informed about the contents of Zalster Privacy Policy.

9. Applicable law and dispute resolution9.1These Terms of Service will be governed by the laws of Sweden excluding its provisions relating to choice of law.
9.2Any dispute, controversy or claim arising out of or relating to these Terms of Service, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Swedish Chamber of Commerce. The proceedings shall take place in the English language in Gothenburg, Sweden.

10. Miscellaneous10.1Zalster AB is entitled to produce the Service as it deems best. Zalster AB is entitled to change the working methods, hardware, data communication links, software, user interface or other system components used in the production of the Service. Zalster AB may also use subcontractors. Unless otherwise agreed, Zalster AB is responsible for the work of its subcontractors as for its own.
10.2Zalster AB is entitled to use the Customer's name and logo as a reference for marketing purposes.
10.3Neither party may assign these Terms of Service without the written consent of the other party. Zalster AB shall, however, be entitled to assign these Terms of Service to its affiliates and in connection with merger or acquisition process.
10.4Neither party shall be liable for delays and damages caused by an impediment beyond its control, which he could not have reasonably taken into account at the time of the conclusion of these Terms of Service, and whose consequences he could not reasonably have avoided or overcome.
10.5These Terms of Service and the information submitted by the Customer during the registration process for the Service constitute the entire agreement with respect to its subject matter and replaces and supersedes any prior written or verbal communications. If any provision herein is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent.
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