These terms and conditions (“Terms”) are between you and Red Pepper Digital Limited (NZCN 6093877) (“us”, “we”, or “our”) and govern your use of Amplify, together with any other services provided by us to you which are stated to be provided on these Terms (“Services”).
By accessing or using the Services you agree to be bound by these Terms. Please read these Terms carefully before using the Services. If you disagree with any part of these Terms, then you may not access the Services.
You may authorise your employees or other individual authorised users (collectively, “Authorised Users”) to use the Services. You agree that you are fully responsible with respect to any use of the Services by an Authorised User, including any breach by an Authorised User of these Terms. You will ensure that each Authorised User is provided a copy of these Terms.
You can make a purchase of any product or service made available through the Services (“Purchase”) by creating an account on our Amplify platform. When you make your Purchase through your account, you will be directed to Google at the payment step to authenticate your payment information including, without limitation, your credit card and billing details. You will subsequently be redirected back to our platform and your account to finish the Purchase transaction.
In connection with each Purchase:
– You represent and warrant that you have the legal right to use any credit card or other payment method in connection with any Purchase and that the information you supply is true, correct and complete;
– You acknowledge that we engage with Google to perform the Services to you. Any payment for a Purchase will be hosted by Google in accordance with Google’s payment terms and conditions, which you will review and confirm as part of your authentication process with Google, and you acknowledge that information provided to us can be provided to Google;
– You acknowledge that we will not be liable for the acts or omissions of Google in connection with Google’s payment processes, hosting service, data communication and/or privacy procedures, or for any error by Google relating to the performance data connected with your Purchase.
You have the opportunity to review your Purchase details (including as to budget and duration) prior to completing the Purchase. You acknowledge that:
– You are solely responsible for confirming the initial Purchase details are correct;
– You are solely responsible for continuing to manage that Purchase (including budget and duration) throughout its duration;
– We have no liability whatsoever to you in the event of your error in entering any details in connection with the initial Purchase, or if you fail to alter or amend your Purchase details in the event you wish to pause or stop any current campaign relating to a Purchase.
The Services will provide you with performance data in connection with your Purchases (“Performance Data”). The Performance Data is provided by Google and we do not warrant its accuracy or completeness.
The Performance Data will be solely available to you and your Authorised Users through your account, and we will not provide your Performance Data to other persons using our services.
You are responsible for the information, text, graphics, videos, or other material (“Content”) that you make available through the Services, including as to its legality, reliability, and appropriateness. By making Content available through the Services, you grant us (and Google) the right and license to use, display, reproduce, and distribute such Content. You retain your rights to any Content you submit on or through the Services and you are responsible for protecting those rights.
You represent and warrant that:
– The Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms.
– The Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
You are responsible for maintaining copies of your Content, and you acknowledge that we will not be responsible for any data loss, howsoever caused.
When you create an account with us, you must:
– Use an appropriate username (being one that is legally available to you and not subject to the rights of any other person, and one that is not offensive);
– Provide us with information that is accurate, complete, and you must keep that information current at all times;
– Safeguard your password and not disclose it to any third party, whether your password is with our Services or a third-party service;
– Notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.
Failure to comply with these obligations is a breach of these Terms, which may result in termination of your account.
We strive to maintain the availability of our Services. Occasionally, we will need to perform maintenance on our Services and this may require a period of downtime. Where planned maintenance is being undertaken, we will attempt to notify you in advance, but we cannot guarantee it.
Intellectual Property and Confidentiality
You acknowledge and agree that:
– All rights, title and interest, including all intellectual property rights in and to the Services and its original content are and will remain the exclusive property of us and our licensors;
– All intellectual property rights created in connection with the provision of the Services will be owned by and vest in us as and when created;
– If you become the owner of any intellectual property rights arising in connection with the Services, you hereby assign and transfer absolutely, and will procure the assignment of, all rights, title and interest in and to the intellectual property to us,
provided that nothing in this section applies to Content provided by you or your Authorised Users, or your Performance Data.
Our trademarks and those of our service providers may not be used by you without our prior written consent.
We may use your company names and logos for marketing purposes, including on our website and in press releases, promotional and sales literature and customer/prospect presentations.
If we share non-public information about the Services with you, you must keep it confidential and use reasonable security measures to prevent unauthorised disclosure of or access to that information.
Links to other Web Sites
Our Services may contain links to third-party web sites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may immediately terminate or suspend the Services and/or your account if you:
– Do not make payment of any amounts due to us or our service providers on or before the due date for payment, or indicate that you will not pay those sums by the due date;
– Fail to comply with your obligations under these Terms; or
– Suffer any bankruptcy, liquidation, receivership, insolvency, compromise with creditors or other similar event.
We will not be obliged to continue providing Services to you in the event of a dispute between us.
On any suspension or termination, all amounts owing to us and all fees become immediately due and payable in their entirety. The accrued rights, remedies obligations and liabilities of the parties will not be affected.
Your use of the Services is at your sole risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. We disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose. Any warranties, guarantees or other rights provided by law which we cannot limit will still apply. You agree that:
– You are purchasing the Services for the purposes of a business and the Consumer Guarantees Act 1993 does not apply;
– The Services are being supplied by us, and acquired by you, in trade and that sections 9, 12A and 13 of the Fair Trading Act 1986 will not apply between the parties, and this section is fair and reasonable in the context of these Terms.
Except for liability we can’t exclude or limit by law, our liability to any person in connection with our Services and these Terms, whether under contract, tort (including negligence), statute, or otherwise howsoever, is limited as follows:
– Our liability in connection with providing the Services is limited to supplying the relevant Services again (or the cost of having those Services supplied again);
– We will not be liable for any breach of these Terms to the extent that the breach is attributable to the negligence, misconduct, or breach by you or your Authorised Users, or the loss or damage results from a force majeure event (being an event that is not within our control);
– We will not be liable for any claim relating to Services provided more than 6 months prior to any claim being made;
– We have no liability for any indirect or consequential or special loss, including (without limitation) loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, or loss of anticipated savings;
– Our liability for loss or corruption of your data will be limited to taking reasonable steps to try and recover that data from our available backups;
– If our liability is not otherwise excluded in accordance with the terms above, our total aggregate liability to you is limited to the total amount you paid us in the 6 months immediately preceding the date on which the claim giving rise to the liability arose.
Changes: We may, from time to time and in our sole discretion and without prior notice to you, update or replace these Terms to reflect changes in our Services or how we do business without prior notice to you, provided that if we materially change these Terms, we will provide you with reasonable advance notice. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
Assignment: We may assign these Terms to another entity controlled by or under common control with Red Pepper Digital Limited. You may not assign or transfer these Terms without our prior written consent.
Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
Remaining Provisions Enforceable: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
Dispute Resolution: In the event of a dispute relating to the Services, please contact our support team at email@example.com . If we haven’t been able to resolve a dispute with you after an attempt to do so informally, then before any legal proceedings can be taken, the matter must first be referred to mediation for resolution.
Governing Law and Jurisdiction: Our relationship with you is governed by New Zealand law and New Zealand courts have exclusive jurisdiction.