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TERMS OF USE

These Terms form a pivotal part of the agreement which governs the use of the service provided by Filed.

  1. Definitions

1.1 As used in these Terms of Use, unless expressly otherwise stated or evident in the context, the following capitalised terms shall have the following meaning. 1.2 “Ad Account” means predefined account registered with Filed and associated with the ad account(s) of Facebook. 1.3 “Advertising Spend” means all charges payable by the Customer for the advertising conducted with respect to an Ad account in Facebook. This is regardless whether the customer is using the service or not. 1.4 “Agreement” means these Terms of Use. 1.5 “Facebook” means all advertising platforms within Facebooks family of apps. This includes but is not limited to: Facebook, Instagram, Messenger and Atlas. 1.6 “Party” means Filed or the Customer separately. Customer and Filed together will be referred to as “Parties”. 1.7 “Service” means the provision of Filed Software available on a software as a service basis via Internet on Filed’s tool and website and by any other means via which the service is made available or can be used as well as any ancillary services that may be available and provided by Filed in relation to the Software. In addition, the Service includes Filed’s support center and newsletter, which contain information about the Service such as information on updates and new features in the Service. 1.8 “Filed Software” means Filed’s proprietary advertising software, including any changes, updates, upgrades, modifications, enhancements made thereto, any related modules, add-ons, tools, browser plugins and applications as well as any documentation relating thereto. 1.9 “Terms of Use” means these terms and conditions applicable to the use of the Service. Filed may update and modify the Terms of Use at any time. By using the Service the Customer accepts the modification and the revised Terms of Use.

  1. Service

2.1 The Service can be used to create, manage and optimize advertising campaigns on Facebook. 2.2 The Service is designed to help the Customer in creating, managing and optimizing its advertising campaigns. It is the Customers responsibility to ensure the results of the Service meet the Customers requirements and expectations. 2.3 The Service and Facebook is constantly being updated and therefore the Service may change without notice. Filed will inform the Customer of major changes where appropriate. 2.4 Filed can provide assistance to the Customer upon request. If required, the Customer must allow Filed to access the necessary information to the best of its ability. Filed can also modify the Customer’s advertising campaigns and other settings based on mutually agreed instructions. 2.5 It is the Customers responsibility to obtain telecommunication data connections, subscriptions or capacity, hardware or other equipment, or security systems as part of the Service. 2.6 The Customer must not use the Service against Facebooks Terms or for any unlawful purposes. 2.7 The Customer is responsible for complying with all laws and regulations applicable to Customer’s advertising campaigns conducted using the Service.

  1. Registration and trial period

3.1 The Customer shall register on http://app.filed.com before using the Service. The Customer shall register the Ad Accounts and sign up to Facebook in connection with which the Customer wishes to use the Service. Filed shall confirm Customer’s registration after having received registration. 3.2 The Service is subject to a 30 day trial period. During this period the Service is free of charge unless specified by Filed. The trial period starts on the first day the Service is used by the Customer.

  1. Delivery Policy

4.1 Account activation will be immediate upon request. 4.2 Order processing takes typically 1-5 mins however, some processes may take as few as 1 min and some may take up to 4 hrs.

  1. Rights of Use and Proprietary Rights

5.1 Filed grants the Customer a non-exclusive, non-transferable limited right to access and use the Service, against due payment of the agreed fees, solely in connection with the registered predefined Ad Accounts in Facebook. 5.2 Customers shall not i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; ii) access all or any part of the Service in order to build a product or service or feature which competes with the Service; iii) attempt to obtain, or assist third parties in obtaining, unauthorised access to the Service; iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any unauthorised third party; or v) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Filed Software (except and only to the extent any foregoing restriction is prohibited by applicable law). 5.3 The Customer agrees that all intellectual property rights to the Service and any data, documentation, images and/or Filed Software related thereto are owned and remain vested in Filed. 5.4 If a Customer suggests improvements to the Service the Customer agrees that all suggestions are fully assigned to Filed.

  1. Fees

6.1 Filed’s fee is a defined percentage of Customer’s Advertising Spend per Ad Account(s) with the aforesaid percentage and the monthly minimum fee defined in publicly available price list at http://Filed/pricing. The fee will be calculated and invoiced after each calendar month based on the actual Advertising Spend. A monthly minimum fee is charged for the first month if the Customer’s free trial period had expired before the end of the calendar month and the Customer continued to use the Service after the trial period. 6.2 If the Agreement is terminated for the last month of use, at least a monthly minimum fee is charged if the Agreement had terminated before end of the calendar month. 6.3 Filed may change the fees upon 30 days prior notice. The change shall not affect the fees for invoicing periods commenced before the effective date of the change. In case of a price change the Customer may terminate the Service by notifying Filed thereof in writing at least 14 days before the effective date of the change. 6.4 The Service is invoiced monthly via credit card or invoice, depending on the payment method chosen by the Customer. The payment is 14 days from the date of invoice. 6.5 The fees are exclusive of VAT and any other governmental taxes and levies.

  1. Warranties

7.1 Filed aims to ensure that the Service will be available 24/7 excluding temporary maintenance, updating or repair breaks. Filed does not assume any liability for usage interruptions or breaks. 7.2 The warranty does not cover errors or deficiencies related to (a) changes to the Service made by the Customer which have not been approved by Filed in writing; (b) use of the Service contrary to these Terms of Use; (c) use of the service contrary to the Facebook terms; (d) interruptions in the Service due to data network; or (e) a service or product not supplied by Filed or other similar reason outside of the Service. 7.3 The Customer understands that the Service is dependent on Facebook in which Customer’s advertising campaigns are carried out and that the actions of the Customer and third party data providers may also affect the use of the Service. Filed does not accept any liability for the function of any third party products and services. 7.4 Filed does not have any other responsibility or liability for the service. Filed expressly disclaims all other express or implied warranties, including but not limited the warranties of merchantability, non-infringement, correctness and fitness for a particular purpose.

  1. Indemnification and Limitation of liability

8.1 If the Customer complies with these Terms Filed will defend or settle any claim against the Customer for any intellectual property rights violation relating to the Service arising from the actions for which Filed is legally responsible. Customer agrees i) to promptly notify Filed in writing of any claim, ii) allow Filed to have sole control over the defence, litigation and/or settlement of any such claim and iii) cooperate with Filed in the investigation. If such a claim is made then Filed may, (i) modify the Service (ii) terminate the Service with immediate effect. 8.2 The Customer shall defend or settle any claim made against Filed if such a claim arises out of or in connection with: (a) Customer’s unlawful disruption of the Service; or (b) Customer’s infringement of any third party’s intellectual property right. Filed agrees i) to notify the Customer in writing of any such claim, ii) to allow the Customer to have sole control over the defence, litigation and/or settlement of any such claim and iii) to cooperate with the Customer in the investigation. 8.3 Filed have no obligations if any claim arises from: a) the Customer’s combination of the Services with other software or services or Customer’s modification to any part of the Services, or b) information provided by the Customer and in turn used by Filed for the performance of the Services in accordance with this Agreement. 8.4 The foregoing remedies constitute Customer’s sole and exclusive remedies and Filed’s entire liability with respect to infringement. 8.5 Neither party shall be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever in any way arising from the service or these terms of use, including but not limited to lost business opportunities or lost profits, even if such party has been advised of the possibility of such damages and loss of data.

  1. Confidentiality

9.1 Each party shall keep in confidence all material and information received from the other party which has been marked as confidential. The confidentiality and non-use obligations shall not, however, be applied to material and information, (a) which is generally available to the public; or (b) which the party has received from a third party without any obligation of confidentiality; or (c) which a party has developed without using material or information received from the other party. 9.2 Filed may collect information to assist with market research and analysis, quality control, product development/improvement and to provide support and maintenance services. Filed may use or store such information as long as it does not identify any individual or company. 9.3 Each party shall promptly upon termination of the Service stop using confidential information received from the other party unless agreed by both parties. Each party may retain copies required by law or regulations. 9.4 The confidentiality obligations will remain in force for five (5) years from the disclosure of each respective confidential material and/or information.

  1. Term and termination

10.1 Customer may terminate the Agreement at any time prior to the anniversary of the month. If this is done Filed shall send the customer written confirmation regarding termination. Upon termination Filed will stop charging the Customer. However, at least a monthly minimum fee is charged if the Agreement had terminated before end of the calendar month. 10.2 Filed may terminate the Agreement and the use of the Service upon 30 days prior written notice. 10.3 Filed may terminate this Agreement and the Customer’s use of the Service with immediate effect, if the Customer is in breach of its obligations and fails to remedy such breach within 14 days. 10.4 Upon expiration or termination of this Agreement, the Customer is obliged to cease the use of the Service and shall return or, upon Filed’s request, destroy Filed’s material. This must then be confirmed in writing once completed by the Customer.

  1. Processing of data

11.1 The Customer agrees that it is Customer’s responsibility to comply with all privacy and data processing laws, regulations and terms applicable 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.

  1. Applicable law and dispute resolution

12.1 The Agreement will be governed by the laws of England. 12.2 Any dispute arising out of or relating to these Terms of Use, or the breach, termination or validity, shall be settled by arbitration in accordance with the Laws of England.

  1. General Provisions

13.1 Filed is entitled to change the working methods, software, user interface or system components. Filed may also use subcontractors. Filed is responsible for the work of its subcontractors. 13.2 Filed is entitled to use Customer’s name and logo for advertising purposes. 13.3 No right under this Agreement shall be considered waived without a written statement signed by the waiving party. 13.4 Neither Party shall be liable for failure to perform any obligations (except payment) during any period in which performance is delayed by circumstances beyond reasonable control, such as fire, flood, or the intervention of any governmental authority (a “Force Majeure”). However, the delayed Party must promptly provide the other Party with written notice of the Force Majeure. 13.5 This Agreement and the information submitted by the Customer during the registration process for Filed constitutes the entire agreement and replaces and supersedes any prior written or verbal communications. 13.6 If any provision is held to be invalid or unenforceable to any extent, then this will be reformed to the extent reasonably required to render it valid and enforceable. 13.7 Headings in these Terms of Use are for reference only and shall in no way affect interpretation of the Agreement

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