SEMPAD Terms and Conditions of Use
Last modified on December 2, 2015.
SEMPAD (“SEMPAD”, “we”, “us” and terms of similar meaning) provide the Services, including access to the Application subject to these terms and conductions of use (these “Terms”). An updated copy of these Terms will be available through the Application and on www.sempad.com (the “Site”).
Throughout these Terms, we will refer to the SEMPAD web application and any additional software we will provide as the “Application”. We refer to the services provided by the Application and on the Site as the “Services”. All users of the Services are called “Users”. Content on the Application, including all text, information, data, logos, marks, designs, graphics, pictures and other files, and their selection and arrangement, is called “Content”.
Please read through these Terms carefully before using the Application. By accessing or using the Services you and the company you represent agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services.
1. SEMPAD Services
SEMPAD is a web application that permits Users to manage and monitor advertising campaigns.
The Services are not intended to be used by children. You must be at least eighteen (18) years of age to use the Services.
3. Fees, Charges, Taxes
Fees and other charges for the use of the Application or Services are described on the Site. They may change from time to time. If your fees change, we will give you at least 30 days’ notice. If they do change, your continued use of the Application and/or Services after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will be not be applicable to the billing period in which the change occurs.
You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
4. Registration Data; Account Security
To use the Application, you must register for an account (“User Account”). Upon registering a User Account, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Application (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Application, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Application. You are responsible for all activity on your Application account, including the activity performed on the Application through your User Account by an agent, representative, employee, or any other person acting on your behalf. Individuals who register for a User Account on half of a company or organization expressly represent and warrant that they have the authority to bind such company or organization.
5. Ownership, Copyright and Trademarks
Content provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on the Application may include details of your ad campaigns, information, data, images and other data uploaded by a User to the Application.
You may also permit the Application to connect to your online advertising campaigns (“Campaigns”).
SEMPAD’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 7 of these Terms.
Other than User Content, the Services, the Application, all Content and any other software used to create and operate the Services is the property of SEMPAD or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Application are the property of their respective owners.
Your User Content and your Campaigns are your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content or Campaigns may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. You are also solely responsible for all activity, changes and costs from, and that result from, your Campaign.
6. License to Use SEMPAD and License Restrictions
SEMPAD grants to you a revocable, non-exclusive, non-sublicensable license to use the Application, access the Services and to view the Content available to you through the Services (“License”).
Other than as expressly permitted in these Terms, the Content and the License are subject to the following restrictions and account terms:
The Services we provide through the Application are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Application.
You may not make or distribute copies of the Application.
You may not alter, merge or translate the Application, or decompile, reverse engineer, disassemble, or otherwise reduce the Application to a human-perceivable form.
You may not modify or create derivative works based on the Application or the Content.
You may not use the Application for any application deployment or ultimate production purpose.
You may not use the Application to develop any application having the same or similar primary function as the Application.
You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
You may not otherwise use the Application or the Content other than for its intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The licenses in this Section are revocable by SEMPAD at any time.
Your use of the Application, Services and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law.
Your use of the Services and Application must comply with the User Content Guidelines outlined in Section 8 of these Terms.
7. Your Limited License of Your User Content to SEMPAD
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Application and provide the Services, now and in the future. For example, if you connect a Campaign, we need your license to display that User Content on the Services.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
8. User Content Guidelines
The Services may permit Users to upload or input User Content. User Content submitted to any public area of the Services or area that can be viewed by other Users will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
Any data, information, text, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of SEMPAD;
Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law;
Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Private information of any third party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
Viruses, corrupted data or other harmful, disruptive or destructive files;
Content that is unrelated to the use of the Application; or
Content that in the sole judgment of SEMPAD, is objectionable or which restricts or inhibits any other person from using or enjoying the Application or the Services, or which may expose SEMPAD or its affiliates or its Users to any harm or liability of any type.
Any use of the Application or portions of the Services in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Application or the Services.
9. Security of the Application
To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all content within the SEMPAD application is encrypted using a Comodo EV SSL certificate providing SHA-256 with RSA Encryption and is hosted on Google's own secure servers.
However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Application, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
10. Warranty Disclaimer
The Application, the Content and the Services are provided to you on an “as is” basis without warranties from SEMPAD of any kind, either express or implied. SEMPAD expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. SEMPAD does not represent or warrant that the Application, Content OR ANY RECOMMENDATIONS OR REPORTS CONTAINED WITHIN OR GENERATED BY THE APPLICATION ARE accurate, complete, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the Application, the Content or any portion thereof.
While SEMPAD attempts to make your access to and use of the APPLICATION safe, SEMPAD does not represent or warrant that the APPLICATION or any Content are free of viruses or other harmful components.
11. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against SEMPAD, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Application or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, costs incurred as a result of changes made to your Campaigns, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Application. You use the Application at your own risk.
Without limitation of the foregoing, neither SEMPAD nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Application or the Content, including without limitation any damages caused by or resulting from your reliance on the Application or other information obtained from SEMPAD or any other Released Party or accessible via the Application, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to SEMPAD, any User, or any other Released Party's records, programs or services.
In no event shall the aggregate liability of SEMPAD, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Application or the Services exceed any amount paid by you for access to the Application or Services during the three months prior to the date of any claim, if any.
You shall defend, indemnify and hold harmless SEMPAD and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Application and from the use of the Application by any person to whom you give access to your account.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice on the Site. When we post notices on the Application, we post them in the area of the Application suitable to the notice. It is your responsibility to periodically review the Application for notices.
13. Applicable Law and Venue
The Application is controlled by The Ad Managers Inc. o/a SEMPAD and operated by it from its offices in Toronto, Ontario. You and SEMPAD both benefit from establishing a predictable legal environment in regard to the Application. Therefore, you and SEMPAD explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Application will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Application or Content; (c) oral or written statements relating to these Terms or to the Application; or (d) the relationships that result from these Terms or the Application or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against SEMPAD related to any Claim and, where applicable, you also agree to opt out of any class proceedings against SEMPAD. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario. Notwithstanding the foregoing, either party may seek injunctive relief in court.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Application from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify SEMPAD and the other Released Parties for your failure to comply with any such laws.
14. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, SEMPAD reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your License to use the Application, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Application or Content; (c) change, suspend or discontinue any aspect of the Application or Content; and (d) impose limits on the Application or Content. When your account is terminated, any User Content you have uploaded to the Application may remain on the Application.
If these Terms expire or terminate for any reason, Sections 7, 8, 10, 11, 13, 14, 15 and 16, and any representation or warranty you make in these Terms, shall also survive indefinitely.
15. Modification of Terms
SEMPAD reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your Registration Data, or we will post a notice in the Site or Application visible to you the next time you access the Application. Customers who do not agree with the changes may terminate their account with us in accordance with the terms of the Service Agreement. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Application and the Site, and your continued use of the Application after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Application. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Application. If you have any questions about the Terms, please email us at the contact address below.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. SEMPAD may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of SEMPAD, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and SEMPAD regarding your use of the Application, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and SEMPAD regarding your use of the Application. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
17. Questions and Comments
If you have any questions regarding these Terms or your use of the Application, please contact us here:
The Ad Managers Inc. o/a SEMPAD
1008 Pape Avenue, Suite 200
Toronto, ON M4K 3V9