Aspecterra Limited and its affiliates (collectively, "Marketing League") enter into this Terms of Service agreement (the "Agreement") with you ("Customer"). This Agreement sets forth the terms and conditions governing your access to and use of Marketing League’s software-as-a-service product (the "Service") for your internal business purposes. By accessing or using the Service, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these terms. If you do not agree to these terms (or do not have authority to bind your entity), you must not accept this Agreement or use the Service.
1. DEFINITIONS
“Account” means your Marketing League account.
“Ad Platform” means a third-party online advertising or marketing platform that the Service is compatible with, as specified in the Documentation.
“Affiliate” means any entity that is controlled by, under common control with, or controlling a party. “Control” means the power to direct the affairs of an entity, whether by ownership of voting securities, by contract or otherwise.
“Authorized Users” means Customer’s employees, agents, and contractors who are authorized by Customer to access and use the Service on Customer’s behalf.
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) becomes publicly available without breach of this Agreement; (ii) was already in the Receiving Party’s possession without obligation of confidentiality; (iii) is obtained by the Receiving Party from a third party without breach of a confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
“Customer Sites” means the websites or mobile applications owned or controlled by Customer for which the Service is to be provided, as agreed between Marketing League and Customer.
“Data Processing Agreement” means Marketing League’s Data Processing Agreement, available at https://marketingleague.ai/data-processing-agreement/, which governs the processing of personal data in connection with the Service.
“Documentation” means Marketing League’s user instructions, technical documentation, and specifications for the Service, as provided or made available by Marketing League.
“Fees” means the fees payable by Customer for the Service, as described in Section 7 or in an Order Form (as applicable).
“Intellectual Property Rights” (or “IPR”) means all intellectual property and proprietary rights of any kind, whether registered or unregistered, including patents, patent applications, copyrights, moral rights, trademarks, service marks, trade names, logos, trade secrets, know-how, and all other similar rights, including all applications, renewals, extensions, and restorations thereof.
“Order Form” means an ordering document (including any online registration form or separate order agreement) executed or otherwise agreed by Customer and Marketing League that sets forth the commercial terms of Customer’s subscription to the Service.
“Output Data” means the reports, analytics, recommendations, and other information or data that are generated by or made available through the Service for Customer.
“Privacy Policy” means Marketing League’s Privacy Policy, available at https://marketingleague.ai/privacy-policy/, which describes Marketing League’s collection and use of personal information.
“Service” (or “Services”) means Marketing League’s proprietary software platform and related services that provide AI-based analytics and digital marketing campaign management (including pay-per-click (PPC) advertising analytics, search engine marketing (SEM) optimization, search engine optimization (SEO) analysis, and other digital marketing insights). “Service” includes any software and services provided by Marketing League to Customer under this Agreement (including under any Order Form), as well as any associated Documentation.
“Term” means the duration of this Agreement, as defined in Section 12 below.
“Users” means individuals who interact with Customer’s ads, websites, or other online properties that are monitored by the Service (for example, individuals who click on Customer’s ads or visit Customer’s Customer Sites). “Your Ad(s)” means instances of Customer’s online advertisements on an Ad Platform that are configured to interoperate with the Service.
2. REGISTRATION AND ACCOUNT
2.1. Customer must register an account to use the Service. To register, Customer must complete the online registration process and provide all required information marked as mandatory. All registration information provided must be truthful, accurate, and complete. Marketing League reserves the right to reject a registration application at its sole discretion.
2.2. Customer is responsible for maintaining the confidentiality of its account login credentials (including passwords). Login to the Service is authenticated by password (which should be changed periodically). Customer must promptly notify Marketing League of any unauthorized use of its account or any other breach of security.
2.3. Certain features of the Service require integration with third-party platforms. For example, to use the Service for online advertising analytics, Customer must maintain an active account and advertising campaign on a compatible Ad Platform at its own expense. All dealings between Customer and any Ad Platform provider (including the purchase of advertising services) are solely between Customer and that third party. Marketing League is not responsible for, and will not be a party to, any agreements, transactions, or disputes between Customer and any third-party platform provider.
2.4. Customer is solely responsible for monitoring its account and the Output Data provided through the Service. Customer should review its account status and Output Data regularly. Marketing League will not be liable for any loss or damage arising from Customer’s failure to review and act on the information, insights, or recommendations provided via the Service.
3. RIGHTS TO USE THE SERVICE
Subject to the terms of this Agreement and Customer’s payment of all applicable Fees, Customer is granted a limited, non-exclusive, non-transferable right during the Term to access and use the Service, strictly for Customer’s internal business purposes. Customer may also implement any client-side code provided by Marketing League (“Client Code”) by copying and installing such code on Customer Sites owned or controlled by Customer, solely as necessary to use the Service as intended. All use of the Service and Output Data by Customer must be in compliance with this Agreement.
4. ACCESS TO THIRD-PARTY ACCOUNTS
4.1. Customer authorizes Marketing League to access and use Customer’s administrator accounts on third-party platforms that Customer elects to integrate with the Service (such as the Ad Platform), for the purpose of providing the Service to Customer. Customer will provide Marketing League with any necessary account credentials or access tokens for such accounts, and Customer hereby consents to Marketing League’s use of such credentials solely to the extent necessary to perform the Service.
4.2. Marketing League may, on occasion, access Customer’s account on the Service (including Customer’s data within the Service) solely to support, maintain, and improve the Service (for example, to provide technical support or to troubleshoot issues).
4.3. Customer acknowledges that the Service is not intended to operate as a data backup or storage service for Customer. Customer is responsible for maintaining its own copies or backups of any data or content that it may need, independent of the Service.
4.4. Customer assumes sole responsibility for any actions, decisions, or business outcomes resulting from its use of the Output Data or any insights provided by the Service. Marketing League will have no liability for any reliance by Customer on the Output Data or for any consequences arising from actions Customer takes (or fails to take) based on the Output Data.
5. CUSTOMER OBLIGATIONS AND RESTRICTIONS
As a condition of the rights granted to Customer under this Agreement, Customer shall (and shall cause its Authorized Users to) use the Service only in accordance with this Agreement and shall not:
(a) reverse engineer, decompile, decrypt, disassemble, or attempt to derive the source code of the Service or any software component of it (except to the extent this restriction is prohibited by applicable law);
(b) modify, adapt, translate, or create derivative works based on the Service or any part thereof;
(c) sell, resell, rent, lease, license, sublicense, or otherwise distribute or provide access to the Service to any third party (except as expressly permitted in this Agreement);
(d) use any automated means or software (such as scripts, bots, or web scrapers) to access, query, or monitor the Service or Marketing League Websites;
(e) interfere with or disrupt the integrity or performance of the Service or Marketing League Websites, or attempt to gain unauthorized access to any systems or networks of Marketing League or its other customers;
(f) attempt to harvest, scrape, or collect content or information from the Service or Marketing League Websites, except as allowed by Marketing League in writing;
(g) attempt to bypass or circumvent any security features or access controls of the Service or any Ad Platform integrated with the Service;
(h) use the Service in any manner that violates any applicable law or regulation, or for any purpose that is harmful, fraudulent, obscene, or offensive;
(i) use the Service to provide services to third parties on a service bureau or similar basis, or otherwise allow third parties to use the Service other than Authorized Users within Customer’s organization;
(j) unbundle or separate any component of the Service or Documentation for independent use;
(k) use the Documentation or any Marketing League training or support materials for any purpose other than supporting Customer’s authorized use of the Service;
(l) permit any competitor of Marketing League to access or use the Service or Documentation, or disclose to a competitor any performance or benchmark data about the Service, without Marketing League’s prior written consent;
(m) while using the Service, also be actively engaged in the development of a product or service that competes with the Service (it being understood that Marketing League may immediately terminate or suspend the Service if it determines, in its sole discretion, that Customer is so engaged);
(n) copy or imitate any features, functions, or graphics of the Service to develop or enhance a competing product or service;
(o) use the Service or export any component of it in violation of applicable export control laws, including by exporting or re-exporting the Service to any countries or regions subject to comprehensive U.S. embargo (including, but not limited to, Cuba, Iran, North Korea, Syria, or the Crimea region) or to any person or entity on U.S. government restricted-party lists. Customer represents and warrants that it is not located in or ordinarily resident in any such prohibited jurisdiction and is not on any prohibited party list;
(p) take any action to challenge, limit, or interfere with Marketing League’s ownership of Intellectual Property Rights in the Service;
(q) publish or transmit any malicious code (such as viruses, worms, or Trojan horses) to or through the Service or Marketing League Websites; or
(r) post or transmit via the Service any content or materials that are defamatory, harassing, threatening, or otherwise unlawful or tortious, including content that infringes privacy or intellectual property rights of any person.
Customer shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Service or Marketing League Websites, and shall promptly notify Marketing League if Customer becomes aware of any such unauthorized access or use. Customer is solely responsible for configuring the Service (including selecting settings or parameters within the Service) to meet its needs and for maintaining the security of its account and any Customer Sites in connection with its use of the Service.
6. CUSTOMER USE AND RESPONSIBILITIES
6.1. Customer shall provide Marketing League with any information reasonably requested by Marketing League that is necessary to configure or provide the Service for each Customer Site, and shall keep such information up-to-date. If Customer fails to provide information necessary for Marketing League to provide the Service with respect to a particular Customer Site within seven (7) days after Marketing League’s written request, Marketing League may suspend or terminate the Service for that Customer Site. Customer will not be charged Fees for any terminated Customer Site after the effective date of termination of Service for that site.
6.2. Customer shall use the Service in compliance with all applicable laws and regulations, including data protection and privacy laws. Each party represents and warrants that no other agreement or obligation to a third party prevents Customer from subscribing to and using the Service as contemplated by this Agreement. Customer further represents and warrants that it has obtained and will maintain all necessary rights, consents, and permissions to provide any data (including personal data) to Marketing League in connection with the Service and to allow Marketing League to process such data for the provision of the Service.
6.3. Customer is responsible for managing and safeguarding all user accounts and login credentials of its Authorized Users. Customer shall ensure that all Authorized Users keep their usernames, passwords, and other access credentials to the Service confidential and secure. Customer will notify Marketing League immediately if it discovers or suspects any unauthorized access to its account or the Service.
6.4. Customer is responsible for all activities that occur under its account, including actions of all Authorized Users. Customer shall ensure that all Authorized Users use the Service only on behalf of Customer and in accordance with this Agreement. Marketing League will not be liable for any loss or damage arising from unauthorized use of the Service under Customer’s account.
6.5. All Intellectual Property Rights in the Service, the Marketing League Websites, and the Documentation are and will remain the exclusive property of Marketing League and its licensors. Except as expressly permitted under this Agreement, Customer shall not: (i) claim any ownership interest in or rights to the Service, Marketing League Websites, or Documentation; (ii) use Marketing League’s name, logos or trademarks without prior written consent from Marketing League; (iii) copy any part of the Service (including any Output Data or reports) or Documentation, except as necessary for Customer’s internal business purposes as permitted by this Agreement; (iv) remove or obscure any proprietary notices (including copyright and trademark notices) on the Service, Marketing League Websites, or Documentation; or (v) register, attempt to register, or assist any third party in registering any trademark, domain name, or other identifier that is confusingly similar to Marketing League’s trademarks or domain names. All Intellectual Property Rights in the Customer Sites and in any data or content provided by Customer remain vested in Customer (or its licensors). Customer shall reasonably assist Marketing League in protecting Marketing League’s Intellectual Property Rights, including by informing Marketing League of any known or suspected infringement or unauthorized use of the Service.
6.6. Customer grants Marketing League a non-exclusive, worldwide, royalty-free license to use, process, and store any data or information that Customer provides to the Service or that is collected on Customer’s behalf through the Service, solely for the purpose of (i) providing and improving the Service to Customer, and (ii) analyzing such data in aggregated or anonymized form to improve Marketing League’s products and services. Marketing League will handle all personal data in accordance with the Data Processing Agreement and applicable data protection laws.
6.7. Customer may, from time to time, provide Marketing League with feedback, comments, or suggestions regarding the Service (“Feedback”). Customer is not obligated to provide Feedback. However, if Customer does provide any Feedback, Customer hereby assigns to Marketing League all right, title, and interest in and to such Feedback, and agrees that Marketing League may freely use and exploit the Feedback in any manner without any obligation to Customer.
7. FEES AND PAYMENT (ONLINE SUBSCRIPTIONS)
Unless otherwise agreed in an Order Form, the following terms apply to subscriptions purchased directly through Marketing League’s online sign-up process:
7.1. Upon registering for the Service, Customer will pay the subscription fees in accordance with the subscription package, usage plan, and billing cycle selected during registration. Subscription fees are due and payable at the time of registration (or as otherwise indicated during the sign-up process) and will cover the initial subscription term specified at sign-up.
7.2. Marketing League may change the fees for the Service or introduce new charges upon at least thirty (30) days’ notice to Customer (for example, by posting an update within the Service or by email). Any fee change will become effective at the start of the next subscription period. If Customer does not agree to the revised fees, Customer may terminate its subscription by providing written notice to Marketing League before the end of the then-current subscription period, in which case the termination will be effective at the end of that period. Continued use of the Service after the effective date of a fee change constitutes acceptance of the new fees.
7.3. Customer’s subscription will automatically renew at the end of each subscription term for an additional term of the same length, unless Customer gives notice of non-renewal by emailing Marketing League at info@marketingleague.ai prior to the end of the then-current term. Upon receiving such notice, Marketing League will process the cancellation and will not charge Customer for any renewal term beyond the current term.
7.4. Any changes that Customer makes to its subscription (such as upgrading or downgrading the package or usage limits) will take effect in the next billing cycle. If Customer exceeds the usage limits of its current subscription package, Marketing League reserves the right to automatically upgrade Customer’s subscription to a higher tier that accommodates such usage, effective from the next billing cycle.
7.5. All fees are stated and payable in United States Dollars (USD), unless expressly stated otherwise. Payments shall be made via the payment methods offered by Marketing League (e.g., credit card payment through a third-party processor such as Stripe). Marketing League may add or remove accepted payment methods at its discretion. By providing payment information, Customer represents that it is authorized to use the designated payment method and authorizes Marketing League (or its third-party payment processor) to charge Customer’s payment method for the applicable fees.
7.6. Customer shall ensure that all billing and contact information provided to Marketing League is complete and accurate at all times and shall promptly notify Marketing League of any changes to such information.
7.7. Unless otherwise stated, subscription fees will be charged in advance at the beginning of each subscription billing cycle. If Customer incurs overage charges or other one-time fees (if applicable under the selected plan) during a billing cycle, those charges will be invoiced or charged after the end of the applicable billing cycle. By subscribing to the Service, Customer consents to being billed for the applicable fees (and any applicable taxes) through the payment method Customer provided, in accordance with the billing schedule of the selected plan.
7.8. All payment obligations are non-cancellable and, except as expressly set forth in this Agreement, all amounts paid are non-refundable. If Customer terminates its account or subscription, Customer will not be entitled to any refunds or credits for any unused period of the subscription term. Customer is responsible for paying all fees applicable to its subscription, whether or not Customer actively uses the Service during the subscription term.
7.9. Payments are processed by third-party payment providers. The processing of payments is subject to the terms and conditions and privacy policies of such third-party payment processors. Marketing League is not responsible for any error or issue arising from the processing of payments by such third parties. Customer is responsible for any fees or charges imposed by its payment provider (such as credit card transaction fees or currency exchange fees).
7.10. If any charge to Customer’s chosen payment method is declined, or if Customer fails to pay fees when due, the unpaid amount will be deemed overdue. Marketing League may, without limiting its other rights and remedies, suspend Customer’s access to the Service until overdue amounts are paid in full. Any overdue fees shall accrue interest at the rate of 0.75% per month (or the highest rate permitted by law, if lower), from the due date until paid. Customer will reimburse Marketing League for any costs (including reasonable attorneys’ fees) incurred in collecting any overdue amounts.
8. INVOICING; FEES AND TAXES (ORDER FORMS)
If Customer and Marketing League have entered into a separate Order Form or written agreement for the Service (and or any other service offered by Marketing League), the provisions of that Order Form (including any specified fees and payment terms) shall control to the extent inconsistent with Section 7. In addition, the following terms apply to Order Form transactions:
8.1. Customer shall pay Marketing League the fees set forth in the Order Form (the “Fees”) in accordance with the payment schedule and terms set forth therein. If the Order Form does not specify a payment schedule, Marketing League will invoice Customer for the Fees on an annual basis in advance, and each invoice shall be due and payable within thirty (30) days of the invoice date. After the initial term specified in the Order Form, Marketing League may increase the Fees by up to five percent (5%) for each renewal term. Marketing League will notify Customer of any such fee increase prior to the renewal term, and the increased Fees will apply for the renewal term unless the Order Form is terminated or not renewed in accordance with this Agreement. If a particular Service or package listed in an Order Form is no longer offered at the time of renewal and has been replaced with a comparable Service or package, Marketing League may charge the Fees for the most similar Service then offered, subject to the 5% cap on any increase from the prior term’s Fees.
8.2. Any invoiced amount not paid by Customer when due shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), calculated from the payment due date until the date of actual payment. Payments shall be made via wire transfer to the account designated by Marketing League, or via such other payment method as may be agreed in writing. All Fees under the Order Form are exclusive of any value-added tax (VAT) or equivalent taxes, which (if applicable) will be added to Marketing League’s invoices at the appropriate rate.
8.3. All Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for all Taxes associated with its purchases under this Agreement, except for taxes based on Marketing League’s net income, property, or employees. If Marketing League is required to collect or pay any Taxes for which Customer is responsible, Marketing League will invoice Customer for such Taxes and Customer shall pay the Taxes with the next payment of Fees, unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority.
9. CONFIDENTIALITY
Each party (as Receiving Party) shall keep confidential and shall not disclose any Confidential Information of the other party (as Disclosing Party) except to its own employees, advisors, and contractors who need to know such information for the purpose of performing or receiving the Service and who are bound by confidentiality obligations not less restrictive than those herein. The Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than as necessary to exercise its rights and perform its obligations under this Agreement. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
If the Receiving Party is required by law or legal process to disclose Confidential Information of the Disclosing Party, it shall, if legally permitted, give prompt written notice to the Disclosing Party and cooperate with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy to limit or contest such disclosure. The confidentiality obligations hereunder shall survive for three (3) years following any termination or expiration of this Agreement. These obligations are in addition to, and do not derogate, any other confidentiality agreement between the parties.
10. DATA PROTECTION AND PRIVACY
Each party shall comply with all applicable data protection and privacy laws in connection with this Agreement. To the extent Marketing League processes any personal data on behalf of Customer as part of the Service, the terms of the Marketing League Data Processing Agreement (available at https://marketingleague.ai/data-processing-agreement/) shall apply and are incorporated herein by reference. Please review Marketing League’s Privacy Policy (available at https://marketingleague.ai/privacy-policy/) for more information about how Marketing League collects, uses, and protects personal information.
11. MARKETING LEAGUE REPRESENTATIONS AND WARRANTIES
Marketing League represents and warrants that: (i) the Service, when used by Customer as permitted by this Agreement, will not knowingly infringe or misappropriate any third party’s intellectual property rights or privacy rights; (ii) Marketing League has obtained and will maintain any licenses, permits, or authorizations necessary to provide the Service; (iii) to Marketing League’s knowledge, the Service does not contain any viruses, worms, Trojan horses or other malicious code designed to harm a user’s system; (iv) the Service does not secretly install any unauthorized software or collect any data unrelated to the Service’s functionality; and (v) Marketing League shall comply with all applicable laws in its provision of the Service.
12. TERM AND TERMINATION
12.1. This Agreement commences on the date that Marketing League accepts Customer’s registration or Order Form and continues until Customer’s subscription to the Service has expired or been terminated in accordance with this Agreement (the “Term”).
12.2. Marketing League may elect not to renew Customer’s subscription at the end of any subscription term by providing Customer with written notice (including by email to the address associated with Customer’s account) of non-renewal prior to the end of that term. In such case, Customer’s access to the Service will terminate at the end of the then-current subscription term.
12.3. Either party may terminate this Agreement and Customer’s subscription upon written notice to the other party: (a) immediately if the other party is in material breach of this Agreement and fails to cure the breach within fifteen (15) days after receiving written notice of the breach from the non-breaching party; (b) immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, administrator, or similar officer appointed for its business or assets; or (c) as required by law or regulation.
12.4. Upon any expiration or termination of this Agreement: (i) Marketing League may charge Customer for any outstanding Fees that have accrued up to the effective date of termination (including any usage-based or overage charges incurred in the final billing cycle); (ii) Customer must immediately cease all use of the Service and remove any Marketing League Client Code from all Customer Sites; and (iii) any licenses or rights granted to Customer under this Agreement shall terminate.
12.5. Any provision of this Agreement that by its nature should survive termination or expiration shall survive, including provisions relating to intellectual property, fees, confidentiality, warranty disclaimers, limitations of liability, and indemnification.
13. SUPPORT AND MAINTENANCE
13.1. Marketing League will use commercially reasonable efforts to maintain the availability and performance of the Service. In the event of any unplanned downtime or performance degradation, Marketing League will work to restore the Service as soon as practicable. Customer acknowledges that temporary interruptions or slowdowns in the Service are normal for internet-based services and will not be considered a breach of this Agreement.
13.2. Marketing League may modify or update the Service from time to time (for example, by adding, changing, or removing features). Marketing League will endeavor to minimize any disruption to the Service when deploying modifications. If Marketing League introduces changes that materially affect the way Customer uses the Service, Marketing League will notify Customer (for example, through the Service or by email). If Customer does not agree to a material change that requires an increase in Fees or acceptance of new terms, Customer may terminate this Agreement upon written notice within thirty (30) days of such change, and Customer will receive a pro-rata refund of any prepaid Fees for the unused portion of the subscription term.
13.3. Marketing League will provide standard technical support to Customer during Marketing League’s regular business hours (excluding holidays). Support inquiries may be submitted via the support channels designated by Marketing League (such as email or an online support portal).
13.4. Marketing League will use reasonable efforts to respond to support requests in a timely manner, but makes no guarantees regarding any specific response time or resolution. Marketing League may limit or decline support for issues that are outside the scope of the Service or caused by misuse of the Service. Customer agrees to cooperate with Marketing League in troubleshooting and resolving issues, including by providing necessary information and access to Customer’s account and systems as reasonably requested.
13.5. If Customer uses any Client Code provided by Marketing League (for example, a script installed on Customer’s website), Customer shall implement any updates or modifications to such Client Code that are provided by Marketing League within a reasonable time after being notified, to ensure ongoing compatibility and security of the Service.
14. INDEMNIFICATION
Customer shall indemnify, defend, and hold harmless Marketing League and its affiliates, and each of their respective officers, directors, employees, and agents, from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer’s breach of this Agreement or Customer’s use of the Service in violation of this Agreement or applicable law.
15. DISCLAIMER OF WARRANTIES
15.1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, MARKETING LEAGUE PROVIDES THE SERVICE AND DOCUMENTATION ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE OR DOCUMENTATION. MARKETING LEAGUE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR ACHIEVE ANY PARTICULAR RESULTS OR OUTCOMES FOR CUSTOMER.
15.2. Customer acknowledges that the accuracy and usefulness of the Service’s analytics and recommendations depend on the accuracy and completeness of the information provided by Customer. THE CUSTOMER AGREES THAT MARKETING LEAGUE SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE OUTPUT DATA OR RECOMMENDATIONS PROVIDED BY THE SERVICE TO THE EXTENT SUCH ERRORS OR OMISSIONS RESULT FROM INACCURATE, INCOMPLETE, OR MISLEADING INFORMATION PROVIDED BY CUSTOMER OR ITS AUTHORIZED USERS.
16. LIMITATION OF LIABILITY
EXCEPT FOR DAMAGES ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO MARKETING LEAGUE FOR THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. CUSTOMER IDENTIFICATION
Customer agrees that Marketing League may identify Customer as a customer and user of the Service on Marketing League’s website and in its marketing materials (including by displaying Customer’s name and logo), unless Customer provides a written notice to Marketing League requesting to opt out of such use. Any use of Customer’s name or logo shall be in accordance with any usage guidelines provided by Customer. Marketing League acknowledges that all goodwill in Customer’s trademarks remains with Customer.
18. NOTICES
All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (i) when delivered personally; (ii) when sent by registered mail or by a reputable international courier service to the address of the receiving party set forth in the Order Form (or such other address as that party may designate by written notice to the other); or (iii) when sent by email to the email addresses designated by the parties for account-related communications, provided that the sender has obtained confirmation that the email was delivered. Notices will be deemed to have been given (a) if delivered by hand, on the day of delivery; (b) if sent by overnight courier, on the second business day after mailing; (c) if sent by registered mail, three (3) days after mailing; or (d) if sent by email, on the day of transmission (or the next business day if sent outside the recipient’s normal business hours).
19. GENERAL
This Agreement (including any Order Form and documents incorporated by reference) constitutes the entire agreement between Customer and Marketing League with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral, regarding such subject matter. Any terms or conditions that appear in any purchase order or other ordering document provided by Customer shall be of no force or effect and are hereby rejected. This Agreement may only be amended by a written agreement signed (including electronically) by both parties, or by Marketing League posting an updated version of these terms on its website as provided below.
Marketing League may modify these Terms of Service from time to time by posting the updated terms on the Marketing League website (currently accessible at https://marketingleague.ai/terms-of-service/). Any modifications will take effect at the start of the next subscription term or as otherwise required by applicable law. If Customer continues to use the Service after the updated terms take effect, Customer will be deemed to have accepted the updated terms. If Customer does not agree to a material change in the terms, Customer may terminate the Agreement by providing written notice to Marketing League before the change becomes effective, in which case Customer will be entitled to a pro-rata refund of any prepaid Fees for the remaining term.
Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, or to an Affiliate. Any attempted assignment in violation of this section shall be null and void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Any waiver must be in writing to be effective.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus, in each case without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties irrevocably consent to the exclusive jurisdiction of the competent courts located in Limassol, Cyprus to adjudicate any dispute arising out of or relating to this Agreement.
Last Updated: April 2025