Terms of Use

Last Updated: December 5, 2021. Preflect is a product of Pricestack Inc.

These Terms of Use (“Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “Customer”, “Client”, or a “party”) and Pricestack Inc. ("Company", “we”, “us”, “our”, or a “party”), collectively the “parties”, concerning your access to and use of any product or service offered by Pricestack Inc. (altogether the “Service(s)”). You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on this website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Services after the date such revised Terms of Use are posted.

The information provided by the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.


SAAS SERVICES AND SUPPORT

  1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with Company's standard practice at the Company's sole discretion.
  2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice at the Company's sole discretion.

RESTRICTIONS AND RESPONSIBILITIES

  1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
  2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
  3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
  4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
  5. Customer must not use, clone, modify, or delete Preflect-generated ads audiences, campaigns, ad sets, or ads, except through our app interface. Customer must immediately cease use and delete all Preflect-generated ads audiences, campaigns, ad sets, and ads if they uninstall or cancel Preflect billing. Noncompliance interferes with optimization and illicitly circumvents our billing system. Customer agrees to pay all charges, without limitation, stemming from noncompliant usage to the extent that charges would have been incurred had usage been compliant.
  6. Customer must disclose usage of the Preflect Pixel, a tracking script, in the Customer's visitor-facing privacy policy. The Customer should contact Preflect support for additional information about this tracking script.


CONFIDENTIALITY; PROPRIETARY RIGHTS

  1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  
  2. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, (c) information and data collected by the Company from website visitors and other third parties in the process of providing the Services, and (d) all intellectual property rights related to any of the foregoing.
  3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, royalty-free. No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES

  1. Customer will pay Company the then applicable fees described in the Company's most recent emailed offer (the "Offer") approved by the Customer, either in email writing or by payment of an invoice which shall likewise qualify as acceptance of the Offer, for the Services in accordance with the terms therein (the “Fees”).  If Customer’s use of the Services requires the payment of additional fees (per the terms of this Agreement, or per the terms described by the Offer), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the term or the then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department.
  2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

TERM AND TERMINATION

  1. Subject to earlier termination as provided below, this Agreement is for the term as specified in the Offer and shall be automatically renewed for additional periods of the same duration as the term as specified in the Offer (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
  2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

MUTUAL NON-DISPARAGEMENT

Each party to this Agreement, agrees that neither it nor any of its respective agents, officers, key employees or directors, will in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the other Parties or any of their products or services, in any manner that would damage the business or reputation or otherwise degrade the other party’s reputation of such other parties, their products or services in the business or the community or in the ecommerce, marketing, or SaaS industries. This clause shall survive Termination of the Agreement.


OFFER LIMITATIONS

For the avoidance of doubt, terms in an Offer that are in conflict with this Agreement are superseded by this Agreement unless the Offer is explicitly marked with the exact phrase "These terms supersede any Terms of Use to the contrary" and signed in writing by the current President or CEO of Pricestack Inc.

WARRANTY AND DISCLAIMER

Company shall use reasonable efforts as its sole discretion to maintain the Services in a manner which minimizes errors and interruptions in the Services.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.  THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

YOU ARE FULLY RESPONSIBLE FOR ADS CHARGES RESULTING FROM YOUR USAGE OF PREFLECT AND RELEASE US FROM LIABILITY. ROAS IS NOT GUARANTEED AND OFTEN TAKES TIME TO REACH.

PROFITABILITY (RETURN ON AD SPEND) VARIES WIDELY ACROSS MERCHANTS AND IS NOT GUARANTEED. PREFLECT DEPLOYS YOUR ADS USING STRATEGIES AND TACTICS INTENDED, BUT NOT WARRANTED, TO LIKELY IMPROVE THE CHANCES OF SUCCESS OF YOUR STORE. THESE PRACTICES ARE NOT GUARANTEED TO SUCCEED.

YOUR USE OF THE SERVICES AND YOUR RELIANCE ON ANY INFORMATION FROM, WITHIN, OR ABOUT THE SERVICES IS SOLELY AT YOUR OWN RISK.

RECORDING OF CALLS

We reserve the right to record all videoconferences, calls, etc., including those relating to sales and support.

PRIVACY POLICY

By using the Services, you agree to Preflect's Privacy Policy.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Nevada without regard to its conflict of laws provisions.


BINDING MANDATORY ARBITRATION

  1. Scope, governing rules. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”).
  2. Authority of tribunal, judicial review. The award rendered by the arbitrator shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction.
  3. Selection of tribunal. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent(s) of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules.
  4. Consolidation, joinder. If more than one arbitration is commenced under this Agreement and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitrator selected in the first-filed proceeding shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that arbitrator. The parties are bound to each other by this arbitration clause. Each related party may be joined as an additional party to an arbitration involving other parties under this Agreement.
  5. Seat of arbitration, languages. The seat or place of arbitration shall be Las Vegas, Nevada, United States. The arbitration shall be conducted and the award shall be rendered in the English language.
  6. Confidentiality. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.
  7. Remedies. The arbitrator will have no authority to award any punitive damages, consequential damages, liquidated damages, or compensatory damages.
  8. Remedies limitation. The arbitrator will have no authority to award damages that collectively exceed the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising.

PUBLICITY

  1. Consent. You agree that Pricestack reserves the right to announce the relationship between you and us, and make public the relationship between you and us for sales, advertising, and marketing purposes. Activities include but are not limited to displaying your logo in marketing materials, irrevocable and royalty-free.
  2. Cooperation. Upon our request, you shall cooperate to draft and distribute informational news releases, social media announcements, and other public announcements relating to the subject matter of this agreement and the relationship between you and us.
  3. No unreasonable delay. You will not unreasonably withhold or delay your consent to press releases or public announcements of any kind including case studies. Should you reject participation in such activities, you agree to discuss the reasons for your rejection, and every reasonable effort shall be made to co-develop joint marketing materials.


CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at support@preflectads.com