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Fakespot Trusted Deals Terms of Use

Updated: November 8, 2022

Terms of Use

These Fakespot Trusted Deals Program Terms of Use (“Terms”) are entered into by and between You (hereinafter the “Customer”) and Fakespot Inc. (“Fakespot”).

  1. Term: 

    These Terms shall remain in effect for the duration of the Customers use of the Services as defined below.

  2. Trusted Deals Services:
    1. Services: 

      Customer authorizes Fakespot and its affiliates to place Customer’s advertisements and any advertisement related materials, products, keywords, feed data, and technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Fakespot or its affiliates on behalf of Fakespot or, as applicable, a third party (“Partner”). The Customer is solely responsible for all: (i) Ads, (ii) Ads trafficking or targeting decisions as entered into the Fakespot Trusted Deals Portal (“Portal”) accessible at https://partners-portal.fakespot.com or through correspondence with Fakespot (e.g., keywords, competitors and Customer’s Product IDs on various eCommerce marketplaces) (“Targets”), (iii) destinations to which Ads direct viewers (e.g., Customers product listings on eCommerce marketplaces, Customer’s website and/or landing pages, and/or Customer’s applications) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and products advertised on Destinations (collectively, “Customer’s Products”). The Services consist of an advertising platform on which Customer authorizes Fakespot and its affiliates to use automated tools to format Ads. Fakespot and its affiliates may also make available to Customer certain optional Services features to assist Customer with the selection or generation of Targets, Ads, or Destinations. Customer is not required to authorize use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. However, if Customer uses these features, then Customer will be solely responsible for the Targets, Ads, and Destinations. Fakespot and its affiliates or Partners may reject or remove a specific Target, Ad, or Destination at any time for any or no reason. Fakespot and its affiliates may modify or cancel the Services at any time. Customer acknowledges that Fakespot or its affiliates may participate in Services auctions in support of its own services and products. Some Services features could be identified as “Beta” or as otherwise unsupported or confidential (“Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.

    2. Ad Reporting: 

      Fakespot shall provide reports to the Customer showing number of Ad Impressions on a CPM basis and Ad Clicks on a CPC basis and Fakespot’s fees associated with each. The Customer understands and acknowledges that the reports are for Customer's reference purposes only and that the data contained therein may not be current or accurate at the time the Customer views the reports. The data contained in the reports is subject to corrections at any time.

    3. Marketing & Publicity: 

      The Customer consents to Fakespot’s use of the Customer’s name, brands, logos, and other trademarks in Fakespot’s marketing materials and/or public disclosures (including press releases and websites). The Customer may use Fakespot’s name, brands, logos, or other trademarks only with the prior written consent of Fakespot. d. Warranty, Rights, and Obligations: Customer warrants that (a) Customer holds, and hereby grants Fakespot, its affiliates and Partners, the rights in Ads, Destinations, and Targets for Fakespot, its affiliates and Partners to operate the Fakespot Services

    4. Warranty, Rights, and Obligations: 

      Customer warrants that (a) Customer holds, and hereby grants Fakespot, its affiliates and Partners, the rights in Ads, Destinations, and Targets for Fakespot, its affiliates and Partners to operate the Fakespot Services (including, in some cases, after Customer ceases to use the Services), and (b) all information and authorizations provided by Customer are complete, correct and current.

  3. Payments:
    1. Currency:  Unless otherwise expressly stated herein, all money amounts referred to in these Terms are in United States Dollars
    2. Payments:  The Customer shall make payments for the Services as per the Payment Terms listed in the Portal.
    3. Currency:  If there is any inconsistency or conflict between Fakespot’s records and that of the Customer or any other party, then Fakespot's records shall be deemed the accurate and effective records at all times.

  4. Restrictions:  

    Without limiting any other term of these Terms, breach of the following restrictions shall constitute material breach of this these Terms:

    1. Source Code:

      The Customer shall not, and shall not permit any third party to copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Services (including any Fakespot Technology) to ascertain, derive, and/or appropriate for any reason or purpose the source code or source listings for any aspect of the Services or any trade secret information or process contained therein.

    2. Suspension or Cancellation of Services:

      In addition to any right or remedy provided for in these Terms, Fakespot reserves the right, at its sole discretion, to immediately suspend or cancel the Services at any time if Customer is in any breach of the restrictions hereunder. Such suspension or cancellation shall not terminate these Terms. These Terms may be terminated only in accordance with the termination provisions herein.

  5. Limited Liability:   Fakespot shall not be liable or obligated with respect to any subject matter of these Terms, negligence, strict liability or other legal or equitable theory for any special, incidental, consequential, or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business) and in no event shall Fakespot's aggregate liability under these Terms exceed the payment made by the Customer to Fakespot in the preceding month.

  6. Indemnification:   Both Parties shall indemnify, defend, and hold harmless Either Party (including Either Party's Affiliates, directors, officers, managers, employees, contractors, and agents) from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys, witnesses, and defense) that Either Party may suffer or incur as a result of: (i) any failure by Either Party to comply with the terms of these Terms, (ii) any representation or warranty made by Either Party, its employee, contractor, or agent being false or misleading, (iii) any negligence or willful misconduct of Either Party, its employee, contractor, or agent, (iv) any alleged or actual violations by Either Party of any law, regulation or rule, and (v) any other act or omission of Either Party, its employee, contractor, or agent.

  7. Termination:  As long as the Customer is using the Services these Terms shall remain in full force and effect. In the event of a material breach of these Terms by the Customer, the Customer shall have seven (7) days to cure such material breach upon receipt of written notice of material breach sent by Fakespot. If Fakespot terminates these Terms due to Customer’s material breach of any requirement of these Terms or of any other written agreement with Fakespot, all of Customer's payment obligations hereunder shall survive such termination. In addition, Fakespot may terminate these Terms upon a breach by the Customer of any other agreement between the Parties, which is not cured within the cure period set forth in such agreement.

  8. Jurisdiction:  These Terms shall be governed and construed in accordance with the laws of the State of New York without giving effect to any rule of conflicts of law. The federal or state courts located in New York, New York shall have exclusive jurisdiction to hear any dispute under these Terms. These Terms shall not be governed by or construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods. If any portion of these Terms are held by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability shall not affect the validity of the remainder of these Terms.

  9. Miscellaneous:
    1. Entire Agreement:

      These Terms sets forth the entire agreement between Customer and Fakespot with respect to the transactions set forth herein, and supersedes any and all prior agreements of Fakespot and/or the Customer with respect to such transactions.

    2. Assignment:

      Customer shall not make any assignment of these Terms or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of Fakespot. In the event of an assignment, these Terms shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.

    3. Property Ownership:

      Fakespot shall retain full ownership of and all rights to its technology used to deliver the Services and any code, technology or communication protocol used to connect to the Services.

    4. Intellectual Property:

      All intellectual property rights in all the information disclosed by Fakespot to the Customer in all/ any media comprising such information shall, as between the Parties, remain the property of Fakespot and nothing in these Terms shall be taken to represent an assignment, license or grant of other rights in or under such intellectual property rights.