TERMS OF SERVICE

WELCOME TO ADCOFFEE.IO. PLEASE READ THIS AGREEMENT ("AGREEMENT") BEFORE USING the marketing automation platform (the "Service") provided by, and proprietary to Admatic, a Vietnamese limited liability company with a Vietnamese business identity code 0107029428 ("AdCoffee") to the user (the "User").

These Terms of Use apply to the Service made available on AdCoffee.io. By accessing AdCoffee.io via Internet or by any other means, the User agree that the User has read and comply with these Terms of Use in this agreement. AdCoffee.io may update and modify these Terms of Use from time to time and by continuing to use the Service after having been informed of the modification on AdCoffee.io website or otherwise, the User accepts the modification. All material changes to these Terms of Use shall be informed to the User via email prior to them becoming effective.

IF YOU HAVE ANY ENQUIRIES, COMMENTS, OR CONCERNS REGARDING THESE TERMS OR THE SERVICES, PLEASE CONTACT US AT INFO@ADCOFFEE.IO, +84 (0) 906-260-426, mTower - 4A, Lane 151B, Yen Lang Str. , Dong Da, Hanoi, Vietnam.


1. Service

1.1 Service

The Service consists of marketing automation platform provided by AdCoffee.io, and used by User. The Service can be used to create, manage and optimize social advertising campaigns on the Internet. The Service is set out in more detail in the service description which are available on AdCoffee.io or at request from AdCoffee.io.


1.2 Output responsibility

The Service is designed to help the User in optimizing its ads campaigns but the User remains responsible for how the User uses the Services and for achieving the intended goals and results of User's marketing campaigns. It is the responsibility of the User to ensure that the output and results of the Services meet User's expectations and requirements.


1.3 Modifications

The Service is constantly evolving and the features and availability of the Service may change without notice. AdCoffee.io will endeavour to inform the User of any substantial changes in the Service on AdCoffee.io.


1.4 Support

AdCoffee.io may provide use assistance to the User upon request. If required, the User must allow AdCoffee.io access to the necessary information and facilities, and, to the best of its ability, also otherwise contribute to the delivery of the Service. If requested by the User, AdCoffee.io personal can modify User's marketing campaigns and other settings based on mutually agreed instructions.


1.5 Commitment

The User undertakes not to use the Service for unlawful purposes or against the terms and policies applicable to the social media in which the marketing campaigns are conducted. The User also undertakes to comply with AdCoffee.io's reasonable directions and requests related to the Service.


1.6 Feedback

User may provide feedback, suggestions, improvements, enhancements, and/or feature requests to AdCoffee in terms of its use of the Service ("Feedback").


2 Registration and trial period

2.1 Registration

The User shall register on AdCoffee.io before commencing the use of the Service. In registration the User shall fill in all information fields for account approval. AdCoffee.io shall confirm User's registration. User can sync their ads accounts and import data in connection with accounts to AdCoffee.io.


2.2 Trial period

The Service is subject to a 14 day trial period which is free of charge if not otherwise specified between the User and AdCoffee.io. The trial period starts on the first day the Service is used by the User but may not commence before AdCoffee.io has confirmed User's registration. The User's right to use the Service shall be automatically terminated after expiry of the trial period unless the User notifies AdCoffee.io in writing and before the expiry of the trial period that it wish to continue to use the Service after the trial period. In the presentation of such written notice, the User's right to use the Service shall continue after the trial period for an indefinite period and the fees in accordance with the agreement or contract between AdCoffee.io and the User.


3. License

3.1 The grant

Subject to AdCoffee.io's confirmation of User registration AdCoffee.io grants User a non-exclusive, non-transferable limited licence, against due payment of the agreed fees, to use the Service solely in connection with registered predefined Ad accounts in the predefined social media (Facebook).


3.2 Intellectual Property

The title and all intellectual property rights to the Service and any data, documentation, images and/or AdCoffee.io Software vest in AdCoffee.io. No intellectual property rights shall be transferred pursuant these Terms of Use.


4. Fees

4.1 Fees

Unless no other fees are agreed upon, AdCoffee.io's fee is a percentage of User's Advertising Spent Amount per Ad Account(s) with the aforesaid percentage and the monthly minimum fee defined in publicly available price list at http://AdCoffee.io/pricing. Ad account means predefined account synced with AdCoffee.io and associated with the ad account(s) of the social media in which the User intends to use the Service. Advertising Spent Amount means all charges payable by the User for the advertising conducted with respect to an Ad account in the applicable social media and regardless of whether the User conducted marketing campaigns using the Service or not. The fee shall be calculated and invoiced after each calendar month based on the actual Advertising Spent Amount. Monthly minimum fee is invoiced if User's free trial period had expired before the calendar month.


4.2 Fee change

Fees are subject to change by AdCoffee.io from time to time upon 30 days 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 User shall be entitled to terminate the Service to end on the effective date of the price change by notifying AdCoffee.io thereof in writing at least 14 days before the effective date of the change.


4.3 Invoice

The Services invoice can be generated from AdCoffee portal by the request of the user. Unless otherwise agreed, the payment shall be proceeded before any services. The user choose the payment method at the time of registration.


4.4 Tax

The fees are exclusive of VAT and any other governmental taxes and levies.


5. Warranty, limitation of liability

5.1 Availability

AdCoffee.io makes commercially reasonable efforts to ensure that the Service will be available for use on 24/7 basis excluding temporary maintenance, updating or repair breaks. AdCoffee.io does not assume any liability for usage interruptions or breaks, but it shall inform the User of the breaks whenever reasonably possible. AdCoffee.io does not warrant that the Service will be uninterrupted or error-free. However, AdCoffee.io agrees to use commercially reasonably efforts to be at User's disposal in order to support the User and to correct any material error or deficiency in the Service.


5.2 Scope

The warranty does not cover errors or deficiencies attributable to (a) changes to the Service made by the User which have not been approved by AdCoffee.io in writing; (b) use contrary to these Terms of Use, or the written instructions given by AdCoffee.io; (c) disturbances or interruptions in the Service due to data network; or (d) a service or product not supplied by AdCoffee.io or other similar reason outside of the Services.


5.3 Third-party liability

The User acknowledges that the use of the Service is dependent on the social media in which User's marketing campaigns are carried out and that the actions of the third party operating the social media may affect the use of the Service. AdCoffee.io does not accept any liability for the operation and function of third party products and services or actions or omissions of any third party providers including the third parties who operate the social media in which User's marketing campaigns are carried out.


5.4 Warranty disclaimer

To the extent not otherwise expressly agreed in these terms of use, the service is provided "as is" and "as available" and AdCoffee.io expressly disclaims all other warranties, including the warranties of merchantability, non-infringement, correctness and fitness for a particular purpose.


5.5

TO THE EXTENT ALLOWED BY MANDATORY LAW, AdCoffee.IO DOES NOT HAVE ANY OTHER RESPONSIBILITY OR LIABILITY FOR THE SERVICE. IN ALL CASES NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING ATTORNEYS' FEES) IN ANY WAY ARISING IN CONNECTION WITH THE SERVICE OR THESE TERMS OF USE.


5.6 Term of liability

AdCoffee.io’s total aggregate liability under this agreement may not in any calendar year starting from the day the user started to using the service exceed an amount equal to the agreegate amount of fees received by AdCoffee.io form the user under these terms of use during the twelve (12) months preceding the cause of claim.


6. Confidentiality

6.1 Information confidentiality

Each party shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than for the proper fulfilment of these Terms of Use. The confidentiality and non-use obligations shall not, however, be applied to material and information, (a) which is generally available or otherwise public; or (b) which the party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving party prior to receipt of the same from the other party without any obligation of confidentiality related thereto; or (d) which a party has independently developed without using material or information received from the other party.


6.2 Post-termination of the Service

Each party shall promptly upon termination of the Service (or when the party no longer needs the material or information in question for the purposes of the Service) cease using confidential material and information received from the other party and, unless the parties separately agree on destruction of such material, return the material in question (including all copies thereof). Each party shall, however, be entitled to retain the copies required by law or regulations.


6.3 Term

The confidentiality and non-use obligations set out hereunder will remain in force for five years from the disclosure of each respective confidential material and information.


7. Term and termination

7.1 Termination notice

Each party may terminate these Terms of Use and the use of the Service for convenience upon 30 days prior written notice. The User may also give termination notice via online "remove my account" function (or similar) on AdCoffee.io's website or by phone, in which case AdCoffee.io shall send the User a written confirmation regarding termination without undue delay.


7.2 Immediate termination from one party

A party may terminate these Terms of Use and the User's use of the Service with immediate effect, if the other party is in material breach of its obligations hereunder, and fails to remedy such breach within 30 days written notice.


7.3 Fee

Upon termination for whatever reason, no paid fees will be returned by AdCoffee.io, and the User is obliged to pay the fees past due at the effective date of such termination. In case the agreed fees are not fully paid or the obligations set out herein are not otherwise followed by the User, AdCoffee.io reserves the right to terminate the licence to use the Service with immediate effect.


8. Processing of data

8.1 Data processing

The User expressly acknowledges and agrees that it is User's obligation to observe and to comply with any and all privacy and data processing laws, regulations and terms applicable to its use of the Service regardless of the country/state in which the User is based. The above mentioned includes, but is not limited to, complying with terms and restrictions related to User's use of User/contact databases and complying with any applicable privacy policies and cookie opt-in policies.


8.2 Data liability

It is the User's obligation to comply with Facebook Ads terms and policies (https://www.facebook.com/policies/ads/). In case of policy violence, the User is totally responsible for how to deal with and AdCoffee.io does not have any responsibility or liability for the service.


9. Applicable law and dispute resolution

9.1 Applicable law

These Terms of Use will be governed by the international laws.


9.2 Dispute resolution

Any dispute, controversy or claim arising out of or relating to these Terms of Use, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the International Chamber of Commerce.


10. Miscellaneous

10.1 Subcontractors

AdCoffee.io is entitled to produce the Service as it deems best. AdCoffee.io is entitled to change the working methods, hardware, data communication links, software, user interface or other system components used in the production of the Service. AdCoffee.io may also use subcontractors. Unless otherwise agreed, AdCoffee.io is responsible for the work of its subcontractors as for its own.


10.2 Reference

AdCoffee.io is entitled to use User's name and logo as a reference for marketing purposes.


10.3 Assignment

Neither party may assign these Terms of Use without the written consent of the other party. AdCoffee.io shall, however, be entitled to assign these Terms of Use to its affiliates and in connection with merger or acquisition process.


10.4 Submission

These Terms of Use and the information submitted by the User during the registration process for the Service constitute the entire agreement with respect to its subject matter and replaces and supersedes any prior written or verbal communications. If any provision herein is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent.