7.1DOCTYPE html> Terms & Conditions - Zalster

Zalster

Terms & Conditions

Last updated: November 2, 2017

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the https://zalster.com website (the "Service") operated by the Swedish company Zalster AB ("us", "we", or "our"), with organization number 559032-0122. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.



1. Service

1.1

The Service is a tool provided via Zalster.com, and used by the Customer. The Service can be used to manage 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.

1.2

The Service is made to help the Customer optimizing 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.

1.3

The 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

1.4

Zalster AB may provide assistance to the Customer upon request. 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.

1.5

The 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 also undertakes to comply with Zalster’s reasonable directions and requests related to the Service. If the Customer grants its end-customers an access to the Service, such end-customers shall be considered equivalent to the Customer for the purposes of these Terms of Use and the Customer shall be responsible for the actions and compliance of such end-customers.

1.6

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. Registration

Unless otherwise agreed, the Customer shall register on https://zalster.com before commencing the use of the Service. In registration the Customer shall register the Facebook Ad accounts and Facebook Pages with which the Customer wishes to use the Service.



3. License

3.1

Subject 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.

3.2

The title and all intellectual property rights to the Service and any data, documentation, images and/or Zalster.com Software belong to Zalster.com or a third party (such as a Zalster AB partner). No intellectual property rights shall be transferred pursuant these Terms of Use.

3.3

In case the use of the Service includes third-party solutions, not withstanding of anything to the contrary stated hereunder, they shall be exclusively governed by their provider's standard terms and conditions applicable to such solutions.



4. Fees

4.1

Unless no other fees are agreed upon, Zalster AB’s fee is a percentage of Customer's Advertising Spend per Facebook Ad Account(s) with the percentage and the monthly minimum fee of $895. Ad account means predefined account registered with Zalster.com and associated with the Facebook ad account(s). Advertising Spend means all charges payable by the Customer for the advertising conducted with respect to a Facebook Ad account, regardless of whether the Customer conducted marketing campaigns using the Service or not. The minimum fee ($895) shall be prepaid the first day of usage of the service. After the first month, the difference between 5% of the Ad Spend and the paid minimum fee is debited - along with the minimum fee for the upcoming month. Unless otherwise agreed, possible additional work referred to in Section 1.4 above is separately chargeable on time and material basis.

4.2

Fees 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.

4.3

The Services are invoiced afterwards via credit card or invoice, depending on the payment method chosen by the Customer at the time of registration. Invoices are created the day after the last day of a month. Credit cards debit at most once per week. Unless otherwise agreed, the term of payment is 14 days net from the date of invoice. Interest on delayed payments accrues at 6% per annum or the maximum legal interest rate for late payment (according to Swedish law), whichever is the higher.

4.4

The fees are exclusive of VAT and any other governmental taxes and levies.



5. Warrants, limitations of liability

5.1

Zalster 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.

5.2

The 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 Use, or the written instructions given by Zalster AB; (c) disturbances or interruptions in the Service due to data network; or (d) a service or product not supplied by Zalster AB or other similar reason outside of the Services. (e) act of god.

5.3

The 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.

5.4

To the extent not otherwise expressly agreed in these terms of use, the Service is provided “as is” and “as available” and Zalster AB expressly disclaims all other warranties, including the warranties of merchantability, non-infringement, correctness and fitness for a particular purpose.

5.5

To 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 use.

5.6

Zalster AB’s total aggregate liability 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 use during the twelve (12) months preceding the cause of claim.



6. Confidentiality

6.1

Each 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 Use. 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

6.2

Each 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.

6.3

The 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. Discontinuation

7.1

Each party may discontinue the Service for convenience upon 30 days prior written notice by Email.

7.2

A party may discontinue these Terms of Use 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.

7.3

Upon 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.

7.4

Upon 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 data

8.1

The 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.

8.2

In 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 dpo@zalster.com) 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.

8.3

Zalster 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 resolution

9.1

These Terms of Use will be governed by the laws of Sweden excluding its provisions relating to choice of law.

9.2

Any dispute, controversy or claim arising out of or relating to these Terms of Use, 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. Miscellaneous

10.1

Zalster 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.

10.2

Zalster AB is entitled to use the Customer's name and logo as a reference for marketing purposes.

10.3

Neither party may assign these Terms of Use without the written consent of the other party. Zalster AB shall, however, be entitled to assign these Terms of Use to its affiliates and in connection with merger or acquisition process.

10.4

Neither 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 Use, and whose consequences he could not reasonably have avoided or overcome.

10.5

These Terms of Use 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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