Terms and Conditions

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WOOOLABS Use of the Platform Terms and Conditions

 

This Use of the Platform Terms and Conditions is intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully. 

 

These Terms are binding on any use of the Service and apply to You from the time that Wooolabs provides You with access to the Service.

 

The Wooolabs Service will evolve over time based on user feedback. This Use of the Platform Terms and Conditions is not intended to answer every question or address every issue raised by the use of the Wooolabs Service. Wooolabs reserves the right to change these Terms at any time, effective upon the posting of modified Terms and Wooolabs will make every effort to communicate these changes to You via email or notification via the Website. It is likely the Terms will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website.

 

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

 

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

 

This Use of the Platform Terms and Conditions was last updated on June 8, 2024.

 

Definitions

1.) Agreement: means this Use of the Platform Terms and Conditions is in accordance with the Wooolabs tracking platform. 

2.) Qualified Lead Definition (Qualified Leads): Qualified Leads are prospects who meet Wooolabs’ screening criteria as described in the Insertion Order and who provide their complete contact data. PUBLISHER will be paid on a delivered per lead basis defined as when a user agrees through a pre approved opt-in method to be contacted.  In the case of any dispute between the parties as to the number of Qualified Leads, Wooolabs’ numbers will control.

3.) Data means any data inputted by You

4.) Intellectual Property Right: means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. 

5.) Service: means the online marketing and advertising campaign management services made available (as may be changed or updated from time to time by Wooolabs) via the Website.

6) Website: means the Internet site at the domain panel.yepads.com or any other site operated by Wooolabs

7) Website: means the Internet site at the domain panel.yepads.com or any other site operated by Wooolabs

8) Subscriber: means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service. This may include but not limited to affiliate, publisher, and advertiser user types.

9) You: means the Subscriber. “Your” has a corresponding meaning.

10) Account: means the account which contains Data used by You, the Subscriber, on the Website.

 

Use of Software

Wooolabs grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

 

Your Obligations

General obligations:

1.) Agreement: means this Use of the Platform Terms and Conditions is in accordance with the Wooolabs tracking platform. 

2) As a condition of these Terms, when accessing and using the Services, You must:

–  not attempt to undermine the security or integrity of Wooolabs’ computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

– not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

– not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;– not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

– not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

3) As a condition of these Terms, if personal data in the sense of the EU Regulation 2016/679 (“GDPR”) is concerned, You must:

  – comply with the GDPR requirements regarding consent; more specifically

 – You must have obtained consent* from the data subjects for processing their Data into the Website.

 – * For the avoidance of doubt; consent means any freely given, specific, informed and unambiguous indication of the data subjects wishes, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.

 

Usage Limitations:

1.) Use of the Service and importing any Data into your Account is entirely at your own risk for which Wooolabs shall not be liable or responsible in any shape or manner including the loss and/ or destruction of such Data.

 

Communication Conditions:

 1)  As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

2)  When You make any communication on the Website, You represent that You are permitted to make such communication. Wooolabs is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Wooolabs does reserve the right to remove any communication at any time in its sole discretion.

 

Indemnity

You indemnify Wooolabs against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Wooolabs.

 

Confidentiality and Privacy

Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. Each party’s obligations under this clause will survive termination of these Terms. These clauses shall not apply to any information which: 1. is or becomes public knowledge other than by a breach of this clause; 

2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; 
3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or 
4. is independently developed without access to the Confidential Information.

Privacy: Wooolabs maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that Terms at the below PRIVACY POLICY and You will be taken to have accepted that policy when You accept these Terms.

 

Intellectual Property

General Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Wooolabs (or its licensors).

Ownership of Data Title to, and all Intellectual Property Rights in, the Data remain Your property. You grant Wooolabs a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You. Backup of Data You must maintain copies of all Data inputted into the Service. Wooolabs adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Wooolabs expressly excludes liability for any loss of Data no matter how caused. 

Third-party applications and your data If You enable third-party applications for use in conjunction with the Services, You acknowledge that Wooolabs may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Wooolabs shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

 

Warranties and Acknowledgements

 Authority: You warrant that where You have the authority to agree to these Terms as you registered to use the Service, or if you have registered on behalf of another person that You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms. 

Acknowledgement: You acknowledge that You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you hav authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else). Wooolabs has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

 

1.You are responsible for ensuring that You have the right to do so;

2. You are responsible for authorizing any person who is given access to information or Data, and you agree that Wooolabs has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
3. You will indemnify Wooolabs against any claims or loss relating to: ○ Wooolabs’s refusal to provide any person access to Your information or Data in accordance with these Terms, ○ Wooolabs’s making available information or Data to any person with Your authorization.

The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.

Wooolabs does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Wooolabs is not in any way responsible for any such interference or prevention of Your access or use of the Services.

It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used

It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records). 

No warranties: Wooolabs gives no warranty about the Services. Without limiting the foregoing, Wooolabs does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement

Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

Limitation of Liability: To the maximum extent permitted by law, Wooolabs excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website. 

If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms by terminating your account

 

Termination

Breach If you breach any of these Terms, Wooolabs may take any or all of the following actions, at its sole discretion:

1.Terminate this Agreement and Your use of the Services and the Website;

2) Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

3)  Suspend or terminate access to all or any Data

Accrued Rights 

Termination of these Terms are without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

1)  remain liable for any accrued charges and amounts which become due for payment before or after termination; and

2) immediately cease to use the Services and the Website.

 

General

Entire agreement:

These Terms, together with the Wooolabs Publisher Terms and Conditions, Wooolabs Privacy Policy, and the terms of any other notices or instructions given to You under this Use of the Platform Terms and Conditions, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Wooolabs relating to the Services and the other matters dealt with in these Terms

 

Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

 

Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money

 

No Assignment

You may not assign or transfer any rights to any other person without Wooolabs’s prior written consent.

 

Governing Law and Dispute Resolution:

If any dispute arises in connection out of the existence, validity, construction, performance and termination of this Agreement which cannot be amicably resolved, such dispute shall be solely and finally settled as follows:

US Residents: Disputes with US residents shall be governed by and be construed according to the laws of the State of California, without reference to conflict of laws principles and shall be exclusively resolved in the competent court in Los Angeles. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST LAWFUL EXTENT, ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT. To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Wooolabs and its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that Wooolabs incurs in seeking such relief. This preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement.

All other Jurisdictions: Disputes with Publishers which are not residents of the US, shall be governed by and be construed according to the laws of Hong Kong Special Administrative Region, without reference to conflict of laws principles shall be exclusively resolved in the competent court of Hong Kong Special Administrative Region. All legal proceedings shall be conducted in English.

 

Severability:

If any part or provision of these Terms are invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

 

Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Wooolabs must be sent to [email protected] or to any other email address notified by email to You by Wooolabs. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

 

Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

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