Terms Of Service

Last modified: Feb 18, 2025

  • User Agreement & Service Terms
  • 1. Definitions
  • 2. User Access and License
  • 3. Data Usage
  • 4. Third-Party services & content
  • 5. Obligations of the Client
  • 6. Fees & Payment terms
  • 7. Ownership of Intellectual Assets
  • 8. Handling of confidential materials
  • 9. Limitations & clarifications on warranties
  • 10. Limitations on liability
  • 11. Resolving conflicts
  • 12. Miscellaneous

User Agreement & Service Terms

These Terms and Conditions, together with any Order Forms you may execute, and any additional agreements, schedules, exhibits, or other terms referred to herein or in an Order Form (collectively, the “Terms”) govern your access to and use of the services (defined below) provided by AdlabsPPC OÜ (“Adlabs”, “us” “our”).

By either (1) marking a checkbox to signify your agreement, (2) utilizing or accessing the services offered by Adlabs, (3) setting up or entering an account on any Adlabs platform, or (4) finalizing an Order Form, you signify your consent to abide by these Terms. Should you be acting on behalf of a corporate entity or any other form of legal organization, you warrant that you are duly authorized to commit such organization and its associated entities to these Terms, in which case the term “you” or “Customer” will apply to both you and the entities you represent. If you do not possess such authorization, or if you disagree with these Terms, you are not permitted to consent to these Terms or use the services.

Adlabs explicitly forbids its direct competitors from using or accessing its services without prior written authorization. Furthermore, the services may not be accessed for the purpose of evaluating their availability, efficacy, or features, or for any other comparative or competitive activities.

As the nature of our services is subject to change, we reserve the right to modify these Terms as needed. Any such modifications will be reflected by an updated “Last modified” date at the beginning of these Terms. In the event of substantial changes to these Terms, we will notify you in a reasonable manner, such as through email alerts or notifications within the services. Your continued use of the services following such changes constitutes your acceptance of the updated Terms, along with any terms referenced herein.

1. Definitions

1.1 “User” refers to the Customer, or any individual authorized by the Customer, to access or use the services.

1.2 “Customer” denotes the entity agreeing to these Terms and is accountable for the actions of its Affiliates and Users.

1.3 “Affiliate” is any entity directly or indirectly in control, controlled by, or under common control with the subject entity, including the Customer.

1.4 “Customer Data” includes data and information made available by the Customer to Adlabs through the services. For clarity, Customer Data excludes any Content.

1.5 “Usage Data” is any data and information generated through the Customer’s use of the services or obtained in aggregated, non-identifiable form from the processing of Customer Data. Usage Data does not include Personal Information.

1.6 “Personal Information” is any information that identifies or could identify a natural person, in line with applicable Privacy Laws.

1.7 “Privacy Laws” encompass all relevant laws, rules, and regulations concerning the protection of Personal Information, including but not limited to the GDPR, the UK Data Protection Act of 2018, and the CCPA.

1.8 “Content” refers to information sourced by Adlabs from public databases or third-party providers and made available to the Customer via the services.

1.9 “Services” include the features and functionalities provided by Adlabs and its Affiliates through its software, explicitly excluding Content and Outside Platforms.

1.10 “Purchased Services” are specific services, including any Updates, Upgrades, and Managed Services, acquired by the Customer or its Affiliates as outlined in an Order Form.

1.11 “Managed Services” are any specialized services that Adlabs may provide to the Customer, as detailed in an Order Form.

1.12 “Order Form” is the formal agreement executed between the Customer and Adlabs, incorporating these Terms.

1.13 “Subscription Term” denotes the period of service access, as specified in the Order Form.

1.14 “Outside Platform” is any third-party platform or service compatible with the services and configurable by the Customer, such as Amazon’s online marketplace.

1.15 “Update” denotes any modifications made to the services that are universally available to third-party Adlabs customers.

1.16 “Upgrade” refers to any new feature or functionality of the services not universally available to all Adlabs customers.

1.17 “Bug” is any defect, error, or malfunction in the code, files, scripts, software, or services.

1.18 “Malicious Code” denotes software designed to inflict harm, such as viruses, worms, and Trojan horses.

2. User Access and License

Upon agreeing to these Terms, you are granted a limited, non-transferable, non-exclusive license to access and use the services, including any Content, strictly for your internal business operations. This license is active during the Subscription Term and is subject to the restrictions delineated herein.

2.2 Services and Support

Adlabs commits to the following during the Subscription Term:

  • A. Availability: Adlabs will make the Purchased Services and Content accessible in compliance with U.S. laws generally applicable to its service provision.

  • B. Support: Standard support for Purchased Services is included at no extra cost, with upgraded support available if specified in an Order Form.

  • C. Managed Services: Any Managed Services specified in an Order Form will be provided.

  • D. Uptime: Adlabs aims for 24/7 availability of the Purchased Services, barring planned downtime, uncontrollable incidents, or Bugs, for which remedial action will be taken promptly.

2.3 Agency Responsibilities

If you are an advertising agency acting on behalf of clients, you must:

  • A. Authority: Have the authority to represent your clients in relation to these Terms.

  • B. Compliance: Ensure your clients abide by these Terms and any Order Forms.

  • C. Liability: Be accountable for any breach of these Terms or an Order Form by your clients.

  • D. Intellectual Property: Possess the right to offer any intellectual property or Customer Data to Adlabs.

  • E. Dispute Resolution: Understand that only you, as the contracting party, may seek legal recourse against Adlabs.

2.4 Data Protection and Compliance

  • A. No Personal Information: The services are not designed to process third-party Personal Information. You agree not to provide such information, and both parties will notify each other promptly if such data is discovered.

  • B. Data Rights: By supplying Customer Data, you confirm that you have the legal right to do so and that it does not infringe on any third-party rights or laws.

  • C. Security Measures: Adlabs employs reasonable safeguards to protect Customer Data, adhering to applicable U.S. laws. While complete security cannot be guaranteed, Adlabs will promptly notify you of any unauthorized access to your data.

  • D. Usage and Improvement: Adlabs may use aggregated Customer Data and Usage Data for statistical analysis and service improvement.

3. Data Usage

3.1 AdLabs does not target Amazon Customers for product marketing or review fabrication and modification using data retrieved through the Amazon Services API or any external (non-Amazon) data services.
3.2 AdLabs does not use, offer, or promote external (non-Amazon) data services that vend Information or data retrieved from Amazon’s websites.
3.3 AdLabs does not aggregate data across Authorized Users’ businesses or Customers obtained through the Amazon Services API to provide or sell to any parties including competing Authorized Users.
3.4 AdLabs does not promote, publish, or share insights about Amazon’s business. We do not use insights about Amazon’s business for any of our own business purposes.

4. Third-Party services & content

4.1 Independent Entities and Services
The services may offer integration with, or links to, Outside Platforms. Adlabs is not affiliated with, endorsed by, or sponsored by any of these Outside Platforms and makes no commitments or guarantees about their products, services, or actions.

4.2 Disclaimer for Third-Party Content
Content from Outside Platforms, advertisers, and other third parties may be accessible via our Services. We do not control this content and, therefore, cannot be held accountable for its nature, including its accuracy, relevance, quality, or legality. You agree that Adlabs assumes no responsibility for any content provided by external platforms, advertisers, and other third parties.

4.3 Data Sharing with External Platforms
Our services might enable you to share your Customer Data and other relevant information with Outside Platforms. It’s important to note that your interactions with these Outside Platforms are governed by their own terms and conditions. Adlabs bears no responsibility for the performance, capabilities, or functionalities of these Outside Platforms, nor for any transactions you may engage in with them.

5. Obligations of the Client

5.1 Account Management
You bear full responsibility for all activities conducted through your User account. It is also your duty to safeguard the confidentiality and security of your login credentials. You commit to using the Services in a lawful manner, in compliance with these Terms as well as any relevant laws and regulations. Furthermore, you agree to refrain from activities that may compromise the functionality or performance of the Services.

5.2 Prohibited Actions
You are expressly forbidden from:
(a) Extending Service access to anyone who is not a designated User;
(b) Commercializing the Services through resale, leasing, or rental;
(c) Utilizing the Services to disseminate or store Malicious Code;
(d) Disturbing the integrity or performance of the Services or any third-party data integrated therein;
(e) Seeking unauthorized entry into the Services or associated systems and networks.

5.3 Compliance with Usage Limits
The Services may come with usage limitations, which will be detailed in the Order Form or accompanying Documentation. You agree to adhere to any and all such usage constraints.

6. Fees & Payment terms

6.1 Fee Structure
You commit to paying all charges outlined in the monthly Invoices. 

6.2 Billing and Payment Methods
You are required to supply either updated and valid credit card details or an acceptable purchase order or alternative financial document. When providing credit card information, you give us permission to charge the card for all Services purchased as per the Invoice.

6.3 Late Payments
In the event that any payment is not received by its due date, the following may apply without constraining our other rights or options:
(a) Late fees could accumulate at a monthly rate of 1.5% on the outstanding amount, or the highest rate allowable by law, whichever is less;
(b) Future renewals may be subjected to more stringent payment conditions than previously agreed upon.

6.4 Service Interruption
We reserve the authority to temporarily disable your access to the Services if any payments are overdue, until all outstanding amounts have been settled.

7. Ownership of Intellectual Assets

7.1 Reserved Rights
Except for the specific rights granted to you in this Agreement, all rights, titles, and interests in the Services and Content, including any related intellectual property rights, are reserved by us and our licensors. You are granted no additional rights other than those explicitly stated herein.

7.2 Usage Limitations
You are prohibited from (a) allowing any third party to use the Services unless explicitly permitted by this Agreement or an Order Form, (b) creating derivative works based on the Services or Content, (c) duplicating, framing, or mirroring any aspect of the Services or Content, except for your own internal business purposes, (d) reverse engineering the Services, and (e) using the Services to (i) develop a competing product or service, or (ii) imitate any of its features, functions, or graphics.

7.3 Customer Data Rights
The ownership of all rights, titles, and interests in the Customer Data lies with you. You grant us a time-limited, global license to host, copy, transmit, and display your Customer Data solely for the purpose of delivering the Services according to this Agreement.

8. Handling of confidential materials

8.1 What Constitutes Confidential Information
“Confidential Information” refers to any information shared by one party (“Disclosing Party”) with the other (“Receiving Party”), whether verbally or in written form, which is either explicitly marked as confidential or should be reasonably understood as confidential given the nature of the information and the circumstances surrounding its disclosure.

8.2 Safeguarding Confidential Information
The Receiving Party is obligated to exercise a level of care equivalent to the care used to safeguard its own confidential information of a similar nature, but no less than reasonable care, to: (a) refrain from using the Disclosing Party’s Confidential Information for any objectives not covered by this Agreement, and (b) restrict access to the Disclosing Party’s Confidential Information to its own and its Affiliates’ staff, contractors, and agents who require this access for reasons aligned with this Agreement and who are bound by confidentiality agreements offering equal or greater protection than this Agreement.

8.3 Exceptions to Confidentiality
The term “Confidential Information” does not include information that: (a) becomes publicly known through no fault of the Receiving Party, (b) was known to the Receiving Party before it was disclosed by the Disclosing Party without violating any confidentiality obligations, (c) is obtained from a third party not bound by confidentiality obligations to the Disclosing Party, or (d) is independently generated by the Receiving Party without using the Disclosing Party’s Confidential Information.

9. Limitations & clarifications on warranties

9.1 No Assurances Beyond Stated Terms
EXCEPT FOR WHAT IS EXPLICITLY OUTLINED IN THIS AGREEMENT, NEITHER PARTY PROVIDES WARRANTIES OF ANY KIND, EITHER EXPLICITLY OR IMPLIEDLY. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SUITABILITY FOR A SPECIFIC USE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT ALLOWABLE BY LAW. THE SERVICES AND CONTENT ARE OFFERED ON AN “AS-IS” BASIS AND DO NOT COME WITH ADDITIONAL WARRANTIES BEYOND WHAT IS STATED HEREIN.

9.2 Experimental Services
We may occasionally offer you the opportunity to test our non-publicly released products or services (“Beta Services”) free of charge. Participation in these tests is entirely at your discretion. These Beta Services will be clearly marked as beta, pilot, limited release, developer preview, evaluation, or similar to indicate their non-production status. They are not considered “Services” as per this Agreement, are not supported, and may come with their own set of additional conditions. Unless otherwise mentioned, any Beta Services testing phase will conclude either one year after its commencement or whenever the Beta Services become publicly available, whichever comes first. We reserve the right to terminate these Beta Services at any point, and there is no guarantee they will ever become generally available services.

10. Limitations on liability

10.1 Monetary Ceiling on Liabilities
NEITHER PARTY SHALL BE LIABLE FOR DAMAGES THAT EXCEED THE TOTAL AMOUNT YOU HAVE PAID UNDER THIS AGREEMENT. FOR ANY SINGLE EVENT, THE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID IN THE 12 MONTHS LEADING UP TO THE EVENT. THIS LIMITATION DOES NOT AFFECT YOUR OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION.

10.2 No Liability for Certain Types of Damages
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSSES OF PROFITS OR REVENUES, REGARDLESS OF WHETHER THEY WERE FORESEEABLE OR WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION DOES NOT APPLY WHERE SUCH LIMITATIONS ARE PROHIBITED BY LAW.

11. Resolving conflicts

11.1 Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the European Union, without regard to its conflict of laws principles. However, for matters specifically related to the international sale of goods, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply.

11.2 Arbitration Mechanism
Any disagreements or issues stemming from this Agreement will be settled via compulsory arbitration.

11.3 No Group Litigations
Both parties relinquish the right to initiate or participate in any class action lawsuits or class-wide arbitrations.

12. Miscellaneous

12.1 Complete Understanding. This Agreement embodies the full and complete understanding between the parties, superseding all prior discussions, agreements, or understandings, whether oral or written.

12.2 No Waiver of Rights. The inability or neglect to enforce any term or provision of this Agreement at any time shall not be construed as a waiver or relinquishment of any rights or remedies, nor shall it affect the validity of this Agreement or any part thereof.

12.3 Amendment Procedure. Modifications to this Agreement must be made in writing and duly executed by authorized representatives of both parties to be effective.

12.4 Severability. In the event that any provision of this Agreement is found to be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. The parties shall negotiate in good faith to amend such provision in a manner that is legally permissible.

12.5 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of all or substantially all assets of the assigning party.

12.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement arising out of circumstances beyond their reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or Internet service disruptions.

12.7 Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given if delivered personally, by an overnight delivery service, or sent by certified or registered mail, postage prepaid, return receipt requested, to the address of each party set forth in this Agreement, or to such other address as either party may specify by notice to the other party.