This document (the “ToS”) sets out the terms upon which Funkeyword Limited (the “Company”) provides registered users (the “Users”) with access to its Systems.
Please read this document carefully as it is important that you understand and agree to these terms in order to use our website.
IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS DOCUMENT YOU MAY NOT USE THE SERVICE.
1.1 The Company has designed and implemented a bid management system (the “System”).
1.2 The System interfaces with various providers of online advertising (the “Advertisers”) to allow a single control centre from which to set up and administer online advertising campaigns across multiple platforms.
1.3 The System also provides additional features and analysis beyond that which is available from the Advertisers` own systems.
1.4 The system operates as a `remote control` transmitting your instructions to underlying Advertisers. This ToS Document exempts the Company from liability in the event that Advertisers do not follow those instructions.
2. Your Obligations and Responsibilities
2.1 You must abide by all of the terms of this Agreement at all times.
2.2 To consent to use the Service you must be at least eighteen years old.
2.3 By clicking `accept` and/or by using the Service you consent to all the terms of this Agreement.
2.4 You must ensure that the details entered in your account are correct and remain accurate including the provision of a valid email address or other contact details. You are solely responsible for maintaining the accuracy of these records.
2.6 Accounts are for use by a single person only. You must not share your account details with anyone else or allow anyone else to use your account.
2.7 You must never provide your account details or password to any third-party for any reason whatsoever.
2.8 You agree to keep your account secure in accordance with clause 4 below.
2.9 The ownership of the Service remains exclusively with the Company. Use of the Service confers absolutely no proprietorial (ownership) interest or other personal or legal rights. You have no proprietorial (ownership) interest whatsoever in the Service and are using the Service solely under a temporary licence.
3. Our Obligations and Responsibilities
3.1 The Company will provide the User will access to the System on the terms set out in the Agreement and for such time as is agreed between the Parties.
3.2 The System executes the User`s instructions by transmitting them to the Advertisers.
3.3 The only obligation of the Company is to ensure that the instructions are transmitted to the Advertisers. The Company is not responsible for their correct or timely execution.
3.4 The Company has no control over (and cannot be responsible for) the prompt or correct implementation of your bid instructions by the Advertisers. Accordingly the Company provides absolutely no warranty or guarantee of any sort as to the accurate or prompt execution of instructions related to bids. By using the Service you agree that you will not attempt to hold the Company liable for losses resulting from or connected with the actions or omissions of any Advertiser.
3.5 The following is an exhaustive list of the obligations and guarantees of the Company under this section 3:
3.5.1 To provide the Service.
3.5.2 To transmit your bid instructions to Advertisers.
3.5.3 To promptly notify the User if the Advertisers` system is unresponsive or unavailable, or if some other technical difficulty prevents us from delivering your instructions.
The above list represents the entirety of the consideration and obligations (our side of the bargain) of the Company. The above only shall give rise to the right of action for breach of contract or any other action in tort (civil litigation). The Company will never be liable for losses arising from any action or failure to act of any Advertiser nor will the Company be liable for any defect in services provided by any Advertiser.
3.6 Further to the above clause 3.4 you agree that you will not make any mention of the Company on any blog, website, forum, review site or other publication (including but not limited to Facebook, Twitter and other social media sites) which could lead a third-party to associate the Company with the Advertiser`s errors, acts, omissions, poor customer service, or failure to promptly implement your instructions.
3.7 The Service is provided on a best-endeavour basis and its availability is subject to factors outside the Company`s reasonable control including, but not limited to, internet connection issues, browser or operating system incompatibilities, attack by computer hackers, hosting problems, acts of God, natural disasters and other unforeseeable events. You hereby accept that access to the Service may be subject to occasional interruption provided always that the Company will respond immediately and effectively to any such suspension of service.
3.8 The Company is responsible for the protection of your data including your payment details and undertakes that it will take due care to ensure that this information remains confidential and is only held and used in accordance with applicable law.
3.9 Although all information is encrypted and protected by a firewall the Company will not be liable for the loss of data resulting from the action of any third-parties, such as an attack by hackers. You hereby acknowledge and consent to the small but real risk, which is intrinsic to the use of any online service, of data loss and data theft arising due to the actions of hackers or other third-parties.
4. Account Security
4.1 You are solely responsible for the security of your account information and you must:
4.1.1 Keep all account information secret and not write down your password or save it in an unencrypted document; and,
4.1.2 Promptly log out of the Service as soon as your user session is finished;
4.1.3 Only access the Service using a private computer with a firewall and up to date operating system, browser and anti-virus software; and,
4.1.4 Take reasonable care to ensure that other people cannot see your screen or keyboard when using the Service.
4.2 You accept that if you do not adhere to the terms of this section 4 you waiver your rights to sue the Company for any losses arising under the use of the Service.
5. Confidentiality, Non-Disclosure and Protection of Intellectual Property
5.1 The Service comprises the valuable intellectual property of the Company and you irrevocably agree that you will not:
5.1.1 take any action which could harm the Company`s interest in that intellectual property or affect its value;
5.1.2 disseminate any technical information about the Service to any third-parties including, but not limited to, screenshots and details of how the Service or any part of it looks or operates;
5.1.3 attempt to duplicate or imitate the Service or to create a derivative work based on the Service;
5.1.4 attempt to tamper with, hack, spoof, copy, modify, or otherwise compromise the proper function of the Service;
5.1.5 use robots or scripts to access the Service;
5.1.6 attempt to reverse-engineer, reverse-assemble, reverse-compile, decompile, disassemble or otherwise alter the Service; or,
5.1.7 knowingly or negligently transmit any virus, worm, Trojan horse, or other computer programming, virus, malicious software or code that is designed or intended to damage, destroy, intercept, download, interfere with, manipulate, or otherwise interrupt the Service or the data stored thereon.
5.2 More generally you must not take any action which you know, or should reasonably know, has the potential to harm the interest of the Company or the operation of the Service.
5.3 You hereby agree to keep both the System and the terms of any agreements or contracts with Funkeyword confidential and use your reasonable discretion in protecting their secrecy. For avoidance of doubt this clause shall apply indefinitely, even after the termination of the Agreement.
5.4 Clause 5.3 shall not apply where the confidential information has become public knowledge.
5.5 Clause 5.3 shall not apply if the User is directed to disclose information contrary to your confidentiality obligations under this Agreement by a competent Court or other legal authority.
6. Variation of Terms
6.1 The Company may make changes to this Agreement from time to time and will notify you of any such change either by email or within your user area of the Service or by notification the next time you log on.
6.2 You may not alter the terms of this Agreement under any circumstances.
6.3 When changes to this Agreement are made they will be stored on our website along with the revision history.
6.4 You will have the option to consent to the new terms, but if you do not consent the Company may withdraw access to the Service.
6.5 Any changes to the Service will be fair and reasonable and drafted in good faith.
7. Termination of Service
7.1 You have the right to terminate the Service at any time. In such cases the Company will not offer any refund for Fees already paid but neither will it process any further payments. Upon termination your membership will remain active until the final day of the current billing period.
7.2 If the Company suspects improper use of the Service (including but not limited to multiple persons sharing a single account) it shall have the right to terminate access to the Service immediately. In such cases the Company will not offer any refund for Fees already paid but neither will it process any further payments.
7.3 The Company has the right, in its absolute discretion, to withdraw access to the Service without providing any explanation.In such a case the Company will not offer any refund for Fees already paid but neither will it process any further payments. The company undertakes only to use this right with good and due cause and in good faith.
7.4 If you fail to make an agreed payment the Service will be terminated immediately.
8. Interpretation (Explanation of Terms Used in the Agreement)
8.1 “You”, “Your”, “User” and “Users” shall all refer to the user of the Service.
8.2 “We”, “Our”, “Company” and “Funkeyword” shall all refer to Funkeyword Ltd or such other legal entity as may supersede it in the operation of the Service.
8.3 “Party” and “Parties” shall mean both the User and Funkeyword.
8.4 “Agreement”, “Document”, “ToS”, “User Agreement” and “Terms of Service” shall all mean this document and its subsequent revisions, provided always that they are duly notified in accordance with Clause 6 of this Agreement.
8.5 The “Service” means any access to the System.
8.6 The “System” means the bid management system designed, implemented and operated by Funkeyword.
8.7 “Advertiser”, “Advertisers” or “Platform”, shall refer to any advertising system with which Funkeyword`s Service interacts.
8.8 “Section”, “Clause”, “Paragraph” and “Sub-clause” shall mean that numbered part of the Agreement and its sub-clauses (if any). In the event of an obvious error of numbering, the clause shall be interpreted as if it were correctly numbered.
8.9 “Term” shall mean any section, clause, paragraph, sub-clause or part thereof.
8.10 The headings in this Agreement are intended to make the document easier to read and understand but, in the event that they conflict with any other Term, do not form part of the Agreement.
8.11 Clause 1 and its sub-clauses is provided as background to the Agreement only. In the event that another clause or term in this Agreement conflicts with Clause 1 or its sub-clauses then the conflicting term in Clause 1 shall be overridden by those of that other clause. In the event that another clause or term of this Agreement provides a greater level of detail or clarifies or reiterates the same general point in more detail then the terms of Clause 1 shall be overridden by that more detailed clause.
8.12 Unless it is evident from the context and having regards to the generality of the Agreement that a clause intends to mean otherwise: words denoted in the singular only shall include the plural and vice versa; words denoted in any gender shall include all genders; and, terms denoting people or persons shall include both natural and legal persons (such as corporations) and vice versa.
9. Severability and Illegality
9.1 The illegality or unenforceability of any clause (or part thereof) shall have the effect of voiding that clause (or part thereof) only and will not void the entirety of the Agreement.
10.1 Disputes under this Agreement are subject to the exclusive jurisdiction of the laws of England and Wales.
10.2 Disputes shall be addressed in a private hearing before a single arbitrator whose decision shall be final. That arbitrator shall be an independent legal professional chosen by you from a list of three people shortlisted by the Company. For avoidance of doubt none of these arbitrators shall be in the employ of the Company and must be chosen in good faith from unconnected third-party arbitration practitioners.
11. Unconditional Agreement
11.1 You hereby unreservedly and unconditionally agree to all of the terms of this Agreement.