Adscook Terms and Conditions of Service
This website adscook.com is owned and operated by Adscook Inc. (hereinafter “Adscook”)
In order to use Services you must be a registered user and have an advertising account on www.facebook.com (“Facebook”) or www.instagram.com (“Instagram”). By signing up for the Service, you are considered to have accepted these terms and conditions (including those regulating the processing of personal data) whereby you are entering into a legally binding agreement with Adscook.
In these terms and conditions, certain definitions (identified with initial capitalization) used shall have the meaning as specified on Facebook. In addition, the following additional definitions shall have the meanings set forth below. Additional definitions are also provided elsewhere in these terms and conditions.
“Agreement” means these terms and conditions including all policies, procedures and/or guidelines which appear on the Website from time to time as well as all Facebook Terms and Instagram Terms.
“Ads Content” means any and all information and files that you post on Facebook or Instagram by the use of the Services.
"Facebook Ads Manager" means the service available at Facebook's online advertising portal, currently available on business.facebook.com/adsmanager
“Facebook Terms” means any and all terms and conditions including policies, procedures and/or guidelines on Facebook from time to time and currently published on https://facebook.com/legal/terms
“Instagram Terms” means any and all terms and conditions including policies, procedures and/or guidelines on Instagram from time to time and currently published on https://help.instagram.com/478745558852511.
“Adscook” means Adscook's advanced creation and management tool for Facebook and/or Instagram ads, which is used to provide the Services.
“Membership” means the subscription service that entitles you to use Adscook to publish and manage ads on Facebook.
“Trial” means the subscription service that entitles you to test to use Adscook as a normal paying user for a total period of 30-days without paying.
“Services” means the web based features and services included in Adscook that enable you to manage the creation and publication of ads on Facebook through Facebook Ads Manager.
2. Use of Services
You must have an advertising account with Facebook or Instagram, in order to use the Services.
Only individuals that are 18 years or older are permitted to use the Services. The Website is not intended for individuals under the age of 18. Adscook does not target its Services or the Website to individuals under the age of 18. Adscook does not knowingly collect Personal Data (defined in Section 8 below) from individuals under the age of 18.
Adscook grants you a non-exclusive, non-transferable, revocable, limited, personal right to use and access Services. Adscook does not authorize other use or access, including, without limitation, by robots, spiders, crawlers and scraping technologies. You are responsible for your own username and password (“Login Information”) and should not allow any third party to access or use your Login Information. You are responsible for all individuals that access Services through your Login Information (“Authorized Users”). You and your Authorized Users may use Services only for your own business, not to access Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of Services.
The fee for the Membership (the “Membership Fee”) shall be as quoted in Adscook's current pricing plans, which can be reviewed at adscook.com/pricing. All prices provided by Adscook are (unless otherwise stated) exclusive of taxes and duties.
After the free trial period ends, if you wish to continue using the Services, you will be requested to make a payment according to the currently effective pricing plan based on your ad spend. We will require you to provide us with a valid credit card method and start charging you automatically on the first day after you subscribe to paid Membership, unless you cancel your subscription.
Adscook reserves the right to modify the Membership Fee and the prices for other Services from time to time in its sole discretion to cover any increase in Adscook’ costs for the Services (including but not limited to increased costs of materials, labor, services, currency fluctuations or as a result of government taxes and levies). You shall not be entitled to make any deduction from the sum due for the Membership in respect of any set-off or counterclaim against Adscook. You are not entitled to withhold payments by reason of any alleged defect in the Membership and/or other Service(s). Under no circumstances are you entitled to refund or reimbursement of fees paid to Adscook.
All sales are final.
You remain responsible at all times for the direct payment of the ads, if any, purchased through Services to Facebook and/or Instagram.
4. Disclaimer and limitation of liability
Adscook merely provides you with a technical application for publishing ads on Facebook. You agree and acknowledge that you must evaluate and bear all risks associated with the publishing of ads on Facebook
Adscook assumes no responsibility or liability for any errors, costs, loss, disclosure of or related to Ads Content or other information or data not being transferred to or published on Facebook or caused by malfunction in a transfer facility.
YOU USE ALL SERVICES AT YOUR OWN RISK. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ADSCOOK DISCLAIMS ANY WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADSCOOK SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT, THAT SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. NO ADVICE OR INFORMATION WHETHER VERBAL OR WRITTEN, OBTAINED FROM ADSCOOK OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
Adscook is not liable for any delay in performance of its obligations under these Terms caused by circumstances that were not reasonably foreseeable by Adscook at the time of entering into these Terms and the effects of which could not reasonably be avoided or overcome, including but not limited to reduced or disrupted access to Facebook or Instagram, disruption or delay in external networks or telephony connections or shortage in power supply. Adscook shall not in any case be liable to you for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with the use of Adscook or Services, even if we have been advised of the possibility of such damages, and regardless of the legal theory on which any such damages may be based.
5. Data Collection
When you visit the Website and/or use Adscook you provide Adscook with information as may be collected as you interact with the Website and/or Adscook. Adscook is entitled, in its sole discretion, to save and freely dispose over any such information (including but not limited to all Ads Content).
Submitting your name and e-mail address as well as any other requested personal data or any other personally identifiable information (collectively, “Personal Data”) is a condition to using the Services. The Personal Data that you provide will allow Adscook to inform you of the Services as well as other services and products of interest. Adscook, its affiliates and partners, may use your Personal Data for processing, managing and providing you with personalized news, advertisement and other information.
You may at all times opt-out from any further advertisement to your email address unsubscribing from email correspondence or by sending a notice to Adscook at the address as first set out in these terms and conditions.
Cookies may be used in order to make your visit to the Website easier, to enhance your experience, keep track of the number of visitors to and the general use of this Website as well as to keep track of advertisement. A cookie is a small text file stored on your hard drive, which tracks your movements within the Website. Cookies are never used to store Personal Data. The information collected from you on the Website helps us evaluate what types of information might be of interest to other visitors.
You unconditionally consent to Adscook’s collection and processing of your Personal Data as specified in these Terms by signing up for the Service.
6. Intellectual property rights
All copyright, designs, patent, trademarks, trade names and other intellectual property rights (“IPR”) in and to Adscook or displayed on the Website are and shall remain the exclusive property of Adscook (or Facebook, Instagram, or any third party as the case may be). You do not acquire any IPR to Adscook apart from the right of use under these Terms. Any unauthorized reproduction, redistribution, publishing, transmission, modification, sale and any other usage of the IPR of Adscook is prohibited and may result in civil and criminal penalties. By transmitting, sending or posting any Ads Content by the use of the Services you grant Adscook the nonexclusive, sub licensee and perpetual license to use, copy, display, modify or otherwise dispose of any such Content for any purpose.
Ads Content. You retain all right, title and interest to your Ads Content which you may upload to or with our Services. We will not use your Ads Content except for purposes of providing, supporting and improving our Services and in full compliance with all Adscook Terms.
Feedback. You may from time to time provide suggestions, comments or other feedback to Adscook with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for us. Notwithstanding the foregoing, we will not disclose to any third party that you are the source of any Feedback. You shall, and hereby do, grant to us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
Services. We retain all right, title, and interest in and to the Services.
7. Links from the website
8. Your Indemnity
You agree to indemnify and hold Adscook and its affiliates harmless, to the extent permitted by applicable law, from all loss and expenses, including reasonable attorney’s fees, which are based on or arise from (a) your violation of any of the provisions of these Terms or otherwise is related to your Ads Content and/or use of Adscook, (b) allegations that yours Ads Content infringes or violates IPR, privacy rights, or other rights of a third party, or violates any applicable law, or (c) relating to, or arising from, your use of any Third-Party Websites or any third-party services.
These terms and conditions shall be valid until terminated by you or Adscook as provided below:
9.1 Termination of Services
The Services that are free of charge may be terminated by you at any time and without cause simply by removing the Adscook application. You may at any time and without cause terminate your Paid Membership by givingAdscook notice by clicking the “cancel subscription” link in the Service. You acknowledge and agree that you shall fulfill your obligations pursuant to this Agreement until termination. The Paid Membership Fee will always be calculated on a full calendar month basis.
9.2 Termination by Adscook
Adscook is entitled to, in its sole discretion, to terminate this Agreement if you violate any of the terms and conditions in this Agreement or any applicable law. Any such termination of your access to the Services may be affected without prior notice and you acknowledge and agree that Adscook may immediately delete any information or files in your account (if any) and revoke any further access to Adscook without being liable to you or any third party.
Adscook may also terminate Services without any reason whatsoever, at any time, by providing you with written notice of termination.
IF YOU ARE DISSATISFIED WITH SERVICES OR HARMED BY ADSCOOK OR BY ANYTHING RELATED TO SERVICES, YOU MAY TERMINATE SERVICES IN ACCORDANCE WITH THIS SECTION OF THE TERMS, AS APPLICABLE. SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND YOUR SOLE AND EXCLUSIVE LIABILITY) FOR ANY BREACH OF CONTRACT.
10. Governing Law, Arbitration, Class Action Waiver
Choice of Law. These Adscook Terms and any dispute arising out of or in connection with these Adscook Terms or Services (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of these Adscook Terms, by and under the laws of State of California without giving effect to conflicts of law principles thereof.
Exclusive Jurisdiction, Jury Trial Waiver. Except as otherwise provided in this Section, all Disputes shall be subject to, and the parties irrevocably accept the exclusive jurisdiction of the state and federal courts located in Los Angeles, California. The parties irrevocably waive any right to a trial by jury.
Injunctive Relief. Either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief).
Binding Arbitration. Except as otherwise provided in this Section, all Disputes shall be finally resolved by binding arbitration before three (3) arbitrators pursuant to the rules (“Rules”) and under the auspices of the International Chamber of Commerce. In accordance with the Rules, each party shall select one arbitrator and the two arbitrators so selected shall select the third arbitrator. The arbitrators shall be knowledgeable in the chosen law and the online advertising industry. At either party’s request, the arbitrators shall give a written opinion stating the factual basis and legal reasoning for their decision. The arbitrators shall have the authority to determine issues of arbitrability and to award compensatory damages, but they shall not award punitive or exemplary damages. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings shall be conducted in English language and take place in Los Angeles, California, or any other place on which all three arbitrators agree unanimously.
Class Action Waiver. YOU AND ADSCOOK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
Unless both you and Adscook agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Attorneys Fees. A prevailing party in any action to enforce these Terms or to defend any action related to these Terms or Services shall be entitled to recover from the other party its reasonable fees for attorneys and expert witnesses, plus such costs and expenses as may be fixed by any arbitration panel or court of competent jurisdiction.
11. Operation of Service
Adscook reserves the right to modify, suspend, discontinue or restrict access to any portion of Adscook and/or its Services at any time without notice and for any reason and will not be liable to you in any way for possible consequences of the aforesaid.
Adscook may assign its rights and obligations under these Terms to affiliates and other companies within the same corporate group.
If you have any questions regarding these terms and conditions, please contact us at [email protected].