A Leftie Company Pte Ltd (Co. Reg No: 201940537R)
Online Marketing Services Terms & Conditions | Last Modified: 4th Mar 2020 Marketing Services Term
A Leftie Company Pte Ltd ("A Leftie Company") resells marketing products and services for businesses supplied. The Order Form (the “Order Form”) sets forth which Marketing Services are being purchased by the Business who signed the Order Form (“you” or “Client”), the costs for such Marketing Services, and other relevant details. These Online Marketing Services Terms and Conditions (“Marketing Services Terms”) are incorporated by reference into and made a part of any Order Form submitted to A Leftie Company and govern the relationship between you and A Leftie Company. All Order Forms are subject to acceptance by A Leftie Company, in its sole discretion. The Order Form, the Marketing Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement”.
If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to this Agreement. 1. Marketing Services. The Marketing Services include, but are not limited to, the following products:
1. Media Products
(which includes but not limited to: DoubleClick by Google, and Facebook Advertising) You expressly acknowledge and agree that your agreement for the supply of the Marketing Services is between you and A Leftie Company.
2. Call Tracking Services
If you elect to receive this service, then in addition to this Agreement, Client is thereby agreeing to the Third Party Supplier’s terms of service, including without limitation in accordance with the terms under Section “Tracking Service”
3. Pay Per Click Marketing
(also known as Search Engine Marketing, SEM, PPC) Includes Campaign Setup, Campaign Management & Optimisation Fees, Reporting and Account Servicing Fees, and any other platform that A Leftie Company runs PPC campaigns on behalf of Advertisers.
4. Search Engine Optimisation Services
(also known as SEO) This service encompasses Keyword Research, SEO Audit, On-page and Off-page Optimisation
5. Content Management
The definition of content management services included covers but not limited to : Content production, publication, distribution and promotion on social media accounts, blogs, website.
6. Third Party Services
. We reserve the right to use third party service providers in the provisions of all or part of the Services including, but not limited to, hosting providers, payment processing services, information and communication services, analytics services, internet advertising platforms, advertising service providers and platforms. Where any of the aforementioned services are provided by third parties, the User may be subject to such third party’s terms and conditions. We accept no responsibility for services provided by any third party. 2. Fees.
1. Identification of Fees.
You agree to pay the amounts set forth in the Order Form in accordance with Section 3 or as may be further explained in the Product Terms (the “Fees”). The Fees are generally divided into product fees, service fees and set-up fees. Product fees are the recurring fees that you will be charged for the specific product you have purchased as shown on the Order Form. Service fees are for the delivery of any premium services that A Leftie Company may, from time to time, offer. Set-up fees are one-time fees for the set-up of campaigns or other services. A Leftie Company reserves the right to change any of the Fees at any time, provided that such changes will not take effect until a new Order Form has been executed and delivered to A Leftie Company by you.
2. No Pass-Through Obligations.
You are not entitled to any credits, discounts, rebates, refunds provided to A Leftie Company by any third-party publisher partners (the “Publishers”).
3. Promotional Credits.
If A Leftie Company offers any special promotions that provide you with credits or other incentives in connection with purchasing Marketing Services (the “Promotional Credits”), and you cancel one or more of the Marketing Services prior to completion of the Minimum Term (other than for cause, as set forth below), then you will be required to repay to A Leftie Company the full amount of the Promotional Credit(s).3. Payment Terms.
1. Once an Order Form has been accepted by A Leftie Company, you will be responsible for payment in full of all Fees. The Fees shown are not inclusive of GST, sales tax, use tax or similar taxes which may be applicable. If applicable, sales, use and similar taxes shall be your sole responsibility and may be assessed on the invoice. Please note that the sales tax shown on an Order Form is only an estimate. The actual amount of sales tax will be determined at the time that payment is made. All payments are due in Singapore dollars.
2. Manner of Payment.
You shall pay for all amounts payable under this Agreement either by credit card (the “Client Card”), direct debit (electronic debit from your bank account) or such other form of payment as A Leftie Company may, in its sole discretion, permit. You will be required to agree to the applicable payment authorisation form(s), which also permit A Leftie Company to recover any Promotional Credits (as set forth above) in the authorised manner. With A Leftie Company’ prior approval, under certain circumstances you may pay by cheque. In the case of payment through direct debit, no amounts owing are considered paid until the electronic debit has been received by A Leftie Company’ bank.
3. Timing of Payment.
Fees, as identified on the Order Form, are due and payable in accordance with the terms of the Order Form. A Leftie Company shall have the right to charge the Client Card or debit from your account through direct debit for Fees in accordance with these Marketing Services Terms and the Product Terms. You understand and acknowledge that all amounts owed must be paid in accordance with the payment terms set out in the Order Form and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received. 4. Term/Termination.
1. The Agreement shall commence upon execution of an Order Form and, unless otherwise provided in the Product Terms, shall continue until all Marketing Services under Order Forms have been completed or cancelled in accordance with the terms of this Agreement.
2. Minimum Term.
Unless otherwise provided in the Order Form, the Marketing Services supplied by A Leftie Company to you are supplied for at least the Minimum Term set forth in the Order Form.
3. This Insertion Order will need to be activated within 90 days from the date the signed Insertion Order is received. You will be liable for full payment of the Minimum Term contracted value in this Insertion Order, which invoice must be paid within fourteen (14) days after the invoice date, in the event that it is not activated within 90 days from the date the signed Insertion Order is received.
4. Termination (without cause).
(i) If you give written notice to A Leftie Company of the termination of the Marketing Service (the “Termination Notice
“) at least 14 days prior to the expiry of the Minimum Term then such termination will take effect on the on the expiry of the Minimum Term. (ii) If you give written notice of the termination of the Marketing Service less than 14 days before the expiry of the Minimum Term or at any time after the expiry of the Minimum Term, then such termination will take effect on the date of expiry of the second full Cycle following the date of the termination notice. For example, if the Minimum Term is 4 Cycles and you give the Termination Notice while you are in the middle of 5th Cycle, the termination will be effective after completion (and payment) through and including the 7th Cycle). (iii) You must pay all Fees in relation to the Marketing Service that accrue prior to the date of termination. (iv) A Leftie Company may terminate at any time for any reason on written notice to you (which may be provided by email).
5. Termination Revocation.
You may, on written notice to A Leftie Company (email is acceptable) revoke such termination within thirty (30) days after you have provided A Leftie Company with the Termination Notice, in which case the Order Form will be reinstated and all applicable campaigns, if they had been stopped, will be re-initiated upon payment in full of all amounts owed.
6. Termination for Cause.
Either you or A Leftie Company may terminate the Agreement (which will terminate all current Order Forms) on 30 days prior written notice (the “Notice Period”) if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period. For the avoidance of doubt, A Leftie Company makes no guarantees with respect to the performance of any campaign or any other service and therefore such performance shall not be a basis for termination pursuant to this Section.
7. Campaign Pauses.
A Leftie Company may pause a Media Product campaign at any time for operational reasons. You may also request a pause in a campaign, however, it will be in A Leftie Company’ sole discretion to determine if a campaign pause is appropriate. If you request to pause your campaign and the campaign is paused for more than 14 days, you will have to pay an additional Campaign Set-Up Fee to restart the campaign. Should the campaign be paused for more than 30 days, you will be liable for the full payment of the remaining unpaid amount immediately for the whole Minimum Term in the Insertion Order or the current cycle and the next 2 cycles if your campaign is currently in the perpetual mode. A Leftie Company may charge the Client Card or shall be permitted to cause payment to be made through direct debit for such additional Set-Up Fee, which invoice must be paid within fourteen (14) days after the invoice date.
8. No Refunds.
You understand and agree that you will not be entitled to any refunds of amounts already paid to A Leftie Company, unless A Leftie Company terminates under Section 4(c)(iv), in which case you shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment (as defined in the applicable Product Terms) or equivalent, which shall be your sole remedy.
9. Collection of Amounts owed
. Any amounts not paid by you when due shall bear interest at the rate of 15% per annum (or the highest rate permitted by law, if less) calculated from the due date of payment to the date of actual payment. You agree to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses on a full indemnity basis) incurred by A Leftie Company in connection with its enforcement of its rights under the Agreement.
10. Effect of Termination; Survival.
You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the Marketing Services may continue to be available on the Internet following termination of Marketing Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to A Leftie Company as of the effective date of termination.5. Client Authority and Technology Platform.
1. Your Data.
As part of the campaign initiation process and from time to time during the campaign, you will provide certain information to A Leftie Company, which A Leftie Company may input into its automated optimisation platform (the “Platform”). Accordingly, you hereby permit A Leftie Company to input your campaign information into the Platform. A Leftie Company will only use such information in connection with the fulfillment of the Marketing Services, as otherwise permitted by the Agreement and as may be legally necessary. In addition, you agree that A Leftie Company may, from time to time, use your data to send you emails regarding Platform updates, campaign updates, payment reminders, and marketing opportunities relating to A Leftie Company and its media products.
1. “My Client Center” (MCC) Access
7. Intellectual Property Matters
1. License to A Leftie Company
. You hereby grant to A Leftie Company and the Publishers a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with any Marketing Service and (ii) the Existing Site, to the extent necessary for A Leftie Company to perform the Marketing Services. Except as set forth in any Product Terms and this Agreement, title to and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors. You agree that A Leftie Company may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo) on A Leftie Company’ client list, and in its marketing materials, sales presentations and any online directories that A Leftie Company may, from time to time, publish.
2. A Leftie Company Creative Services
. Except as may be otherwise provided in any of the Product Terms, if you request that A Leftie Company provide any creative services, you will remain fully responsible for any content you provide to A Leftie Company. With respect to any content created by A Leftie Company, as between you and A Leftie Company, A Leftie Company shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.8. Your Representations, Warranties and Covenants.
You represent and warrant that you have all necessary rights and authority to enter into the relationship with A Leftie Company contemplated by the Agreement. You represent, warrant and covenant that the Existing Site, any content linked to the Existing Site and any content or materials that you provide to A Leftie Company, do not and will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent, warrant and covenant that the product or service that is being (or will be) promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by local, state or federal regulatory or quasi-regulatory authorities.9. Indemnification
1. You will indemnify, defend (with counsel reasonably acceptable to A Leftie Company) and hold harmless A Leftie Company, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by you of any representation, warranty, covenant or other obligation contained in these Marketing Services Terms or in any of the Product Terms; (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account; (iii) the sale, license, supply or provision of your goods or services; or (iv) any other act, omission or misrepresentation by you. A Leftie Company reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If A Leftie Company does assume the defense of such a matter, you will reasonably cooperate with A Leftie Company in such defense. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without A Leftie Company (as the case may be) prior written consent.
2. v will indemnify, defend, and hold you harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any services or technology used in connection with A Leftie Company provision of the Marketing Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that notice is given to A Leftie Company promptly of such claims and that you provide such assistance as may be reasonably required in the defense of such matters.
10. In the event you are purchasing advertising on behalf of another company, you represent and warrant that you have been authorised by each such company to act as its agent in all respects relating to the Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Marketing Services Terms. You and each such company shall be jointly and severally liable for fulfillment of obligations under this Agreement, including all payment obligations.
11. Except as may be required by applicable law, you shall not disclose the contents of the Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without A Leftie Company’ prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of the Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, you may not disclose any Confidential Information regarding A Leftie Company. “Confidential Information” means information about A Leftie Company’ (or its suppliers’) business, products, technologies, strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by A Leftie Company. Confidential Information will not include information that you can establish is in or enters the public domain without breach of these confidentiality obligations.12. DISCLAIMER OF WARRANTIES.
v PROVIDES ALL MARKETING SERVICES PERFORMED HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE MARKETING SERVICES ARE INTERRUPTED OR DELAYED, A LEFTIE COMPANY’ SOLE OBLIGATION WILL BE TO RESTORE SUCH SERVICES AS SOON AS PRACTICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, A LEFTIE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. A LEFTIE COMPANY WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) CLAIMS RELATING TO INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY (OTHER THAN BY THE PLATFORM) OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF ANY OF THE MARKETING SERVICES; (iv) UNAUTHORISED ACCESS TO OR USE OF A LEFTIE COMPANY’ SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE MARKETING SERVICES; (vi) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE MARKETING SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE MARKETING SERVICES; OR (viii) MATTERS BEYOND A LEFTIE COMPANY’ REASONABLE CONTROL. A LEFTIE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE OFFERINGS OR ANY LINKED WEB SITE.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM A LEFTIE COMPANY OR THROUGH THE MARKETING SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE MARKETING SERVICES TERMS.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, A LEFTIE COMPANY MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY CAMPAIGN OR ANY PRODUCT OR SERVICE.13. LIMITATIONS OF LIABILITY.
1. NO CONSEQUENTIAL DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO YOUR CONFIDENTIALITY OBLIGATIONS AND (III) OR EITHER PARTY’S WILLFUL MISCONDUCT.
2. LIMITATION ON DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL A LEFTIE COMPANY’ CUMULATIVE, AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY A LEFTIE COMPANY FROM YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, A LEFTIE COMPANY SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO PROVIDE “MAKE-GOOD” MARKETING SERVICES, PROVIDED SUCH “MAKE-GOOD” MARKETING SERVICES ARE PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.
3. NON EXCLUDABLE CONDITIONS.
CERTAIN LAWS IMPLY TERMS AND CONDITIONS INTO CONTRACTS FOR THE SUPPLY OF GOODS OR SERVICES THAT CANNOT BE EXCLUDED (FOR EXAMPLE, THAT SERVICES MUST BE PROVIDED WITH DUE CARE AND SKILL AND FIT FOR ANY SPECIFIED PURPOSE) (“NON-EXCLUDABLE CONDITION”). IN THE EVENT THAT A TERM, CONDITION OR WARRANTY IS IMPLIED BY LAW INTO THIS AGREEMENT AND A LEFTIE COMPANY BREACHES THAT NON-EXCLUDABLE CONDITION, A LEFTIE COMPANY’ LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
4. Each party acknowledges that the other party has entered into the Order Form in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.14. Third Party Beneficiaries.
You understand and acknowledge that the Publishers are intended third-party beneficiaries of Sections 7, 8, 9 and 13.15. Informal Dispute Resolution.
It is A Leftie Company’ goal that the Marketing Services meet your expectations. However, there may be instances when you feel that A Leftie Company may not be fulfilling its obligations. In those instances, A Leftie Company is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with A Leftie Company, you acknowledge and agree that you will first give A Leftie Company an opportunity to resolve your problem or dispute. This includes you first outlining your problem or dispute within 30 days of the Marketing Services being performed by emailing Admin@copyleft.sg
You then agree to negotiate with A Leftie Company in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within 60 days after A Leftie Company' receipt of your written description of it, you retain all rights to pursue your claims. 16.
1. Governing Law/Venue.
The Agreement will be governed and construed in accordance with the laws of Singapore without giving effect to conflict of laws principles. You submit to the non-exclusive jurisdiction of the Courts of Singapore.
2. Timing of Claims.
You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Agreement must be filed within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.
3. Entire Agreement.
The Agreement (which includes the Order Form, all applicable Product Terms and any payment authorisation forms) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties. With respect to changes to IOs then in effect, such writing may include email, provided that such changes are limited to a change in the term of the Order Form or the amounts being paid under the Order Form.
4. Any written notices to A Leftie Company required under the Agreement shall be provided by registered mail with proof of delivery to A Leftie Company’ then current corporate headquarters address and by email to Admin@copyleft.sg
. Notices shall be deemed delivered 72 hours after posted in the mail.
5. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
6. You may not assign any Order Form or the Agreement without the prior written consent of A Leftie Company. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.
7. Independent Contractors.
The parties to the Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by the Agreement.
8. A Leftie Company may, without your consent, subcontract to any party the performance of all or any of A Leftie Company’ obligations under this Agreement provided that A Leftie Company remains primarily liable for the performance of those obligations.
9. You acknowledge that A Leftie Company may provide incentives to third parties to introduce potential clients to A Leftie Company or to direct A Leftie Company to potential clients.
10. Force Majeure.
Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or inventory shortage, unavailability of currency, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party. Tracking Services
1. Product Terms
Important: these are the product terms (the “Tracking Terms”) Tracking Services, supplied to you by A Leftie Company Pte Ltd (“A Leftie Company” or “We”). These Tracking Terms are referred to in the A Leftie Company online Marketing Services Terms and Conditions (the “Marketing Services Terms”) and are incorporated therein. Please read this agreement carefully. Your execution of an Order Form for Marketing Services constitutes your agreement to be bound by these Tracking Terms. In the event of a conflict between these Tracking Terms and the Marketing Service Terms and/or an Order Form, these Tracking Terms shall control. We reserve the right to make changes to these Tracking Terms at any time. We shall provide notification of changes in these terms by updating the last modified date set forth above. All such changes shall be binding upon you once posted, unless such changes are material in which case such changes shall not take effect until the next time you sign an Order Form.
2. Defined Terms.
In these Terms & Conditions the following words have the following meanings: “Call Charges” means the usage fee or fees in respect of the Client’s use of the Service from time to time (which usage fee(s) is/ are calculated in 60 second units and rounded up to the nearest whole cent).“Carrier” means a telecommunications carrier as a general carrier or a public mobile telecommunications carrier. “Confidential Information” means the information described in clause 20 a) of these Terms & Conditions. “Consequential Loss” means:
1. loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss and any other form of consequential, special, indirect, punitive or exemplary loss or damages; and
2. any penalties or fines imposed by a regulatory body. “Due Payment Date” means (unless otherwise agreed by Us in writing) the date the Service is provided to the Client.
” means each of:
1. the Monthly Recurring Fee; and
2. the Call Charges.
” means any circumstance beyond the control of A Leftie Company whereby A Leftie Company is unable to perform an obligation under its agreement with You either at all or at any time or from time to time including:
1. Internet access failure caused by, amongst other things, any third party action that results in denial of service or access;
2. any regulation, law, restriction, action or inaction of any governmental agency; industrial action or labour disturbance;
3. interruption, suspension or cancellation of any telecommunications service provider;
4. any act of God or act of nature, requirement or restriction of governmental authorities, inability or delay in the grant of governmental or other approvals, consents, permits, licences or authorities;
5. any act or omission of a third party which affects the provision of the Service.
1. the same as in the GST Law;
2. any other goods and services tax, or any tax applying to transactions taking place pursuant to this contract in a similar way; and
3. any additional tax, penalty, tax, fines, interest or other charge under a law for such a tax.
” includes any:
2. design, patent, trademark, logo, circuit layout owned and or used by A Leftie Company (and whether registered, unregistered or applied for) used in connection with the Service;
3. trade, business, company or domain name;
4. knowhow, techniques, methods, inventions, processes, confidential information (whether in writing or recorded in any form used established and or developed by A Leftie Company from time to time in connection with the Service);
5. manuals or practices used in connection with the Service; and
6. any and all other proprietary, licence or personal rights arising from intellectual activity in or used in connection with the Service and all improvements and modifications to any of them.
” means any loss, cost, liability or damage, including reasonable legal costs on a solicitor/ client basis and, unless otherwise stated, includes Consequential Loss.
“Monthly Recurring Fee
” means the monthly administration fee to which A Leftie Company is entitled in payment for the Service, as notified to the Client from time to time.
” means any service that A Leftie Company supplies to You, and may include an internet-based interface for creating interactive audio and speech content that can be accessed via telephone.
” means the levels of service (if any) in respect of a Service as set out in a Service Level Guarantee.
” and “Us
” means A Leftie Company.
” mean the following website at the URL: www.copyleft.sg
” and “Client
1. any user or Client accessing the Website for any reason; and
2. an entity that agrees to purchase one or more Services from A Leftie Company.
3. Binding Terms & Conditions
A Leftie Company agrees to provide the Service subject to the terms and conditions set out below. You should read the terms and conditions below carefully. If You do not accept the terms and conditions then You should not use the Service. We may revise these Terms & Conditions at any time by updating this posting. You should visit this web page periodically to review the Terms & Conditions, because they are binding on You. If You breach any of these Terms & Conditions, Your contract with us to use the Service automatically terminates.
4. Commencement of Your contract with Us
The agreement between You and A Leftie Company in respect of the supply of Services (which incorporates these Terms & Conditions) (the “Agreement”) starts when A Leftie Company accepts Your application for Services, and will continue until either A Leftie Company or the Client terminates the Agreement in accordance with its terms.
5. Client’s Acknowledgments
1. The Client acknowledges and agrees that it has relied on its own judgment to evaluate the suitability of the Service for the purpose for which it requires the Service.
2. The Client acknowledges that:
• the Services are not designed, intended, authorised or warranted to be suitable for making calls to emergency services; and
• it understands that the Services cannot and should not be used to make calls to emergency services.
• If you have entered into a Service Level Guarantee with us that sets out Service Levels for a Service then We will endeavour to provide that Service in accordance with those Service Levels. Our liability for a failure to meet a Service Level will be as set out in that Service Level Guarantee and You acknowledge this is Your only remedy in relation to a failure by Us to meet a Service Level.
6. Intellectual Property & Copyright
1. A Leftie Company owns the Intellectual Property rights in its software, in its original or modified forms. Nothing in Your contract with Us shall be construed as transferring any Intellectual Property rights of A Leftie Company to You.
2. Except as otherwise provided on this page, no part of any content or software on the Service may be copied, downloaded, recorded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of A Leftie Company.
3. The Service is protected by Singapore and international copyright laws. Except for Your informational, personal, non-commercial use as authorised above, You may not modify, reproduce or distribute the content, design or layout of the Service, or individual sections of the content, design or layout of the Service or A Leftie Company logos without our express written permission.
4. The Client acknowledges and agrees that A Leftie Company owns all right, title and interest in and to any documentation, training materials, the design and content of the website and any other marketing and sales materials provided by A Leftie Company to the Client under this Agreement (collectively, the Marketing Materials). Upon written request by the Client to use certain Marketing Materials, A Leftie Company may, at its sole discretion, grant the Client a non-exclusive, non-transferable license to use that Marketing Material under the terms of this Agreement, and the Client is granted no title or ownership rights in any Marketing Materials, in whole or in part. Without limiting any prohibition provided herein, the Client hereby assigns to A Leftie Company all right, title and interest that it may have in and to any Marketing Materials provided by A Leftie Company to the Client.
5. The Client shall comply with all guidelines provided by A Leftie Company concerning the use of the Marketing Materials. All use by the Client of the Marketing Materials (including any goodwill associated therewith) shall inure to the benefit of A Leftie Company. At no time during or after the term of this Agreement shall the Client challenge or assist others to challenge A Leftie Company’s rights in any Marketing Materials.
6. Upon termination of this Agreement, the Client shall immediately cease to use any Marketing Materials and will return to A Leftie Company any Marketing Materials which remain in its possession.
7. Modifications to the Service
A Leftie Company reserves the right to modify the Service, and the rules and regulations governing its use, at any time. Modifications will be posted on the Website, and users are deemed to be apprised of and bound by any changes to the Service. A Leftie Company may make changes in the products and/or the Service at any time and from time to time.
9. To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the Service supplied under this contract are excluded.
10. Where any Act of Parliament implies in this contract any term, and that Act of Parliament voids or prohibits provisions under a contract which exclude or modify the operation of such term, the term is deemed to be included in this contract.
11. All content on the Service, including without limitation the Website, is provided to You on an “as is” “as available” basis without warranty or any kind express or implied. A Leftie Company makes no warranty as to the accuracy, completeness, currency, or reliability of any content available through the Service. You are responsible for verifying any information before relying on it. Use of the Service and the content available on the Service is at Your sole risk.
12. A Leftie Company makes no representations or warranties that use of the Service will be continuous, uninterrupted or error-free.
13. A Leftie Company will endeavour to keep the Service operating but will not be liable if the Service is suspended, interrupted or errs.
14. You are responsible for taking all necessary precautions to ensure that any content You may obtain from the Website is free of viruses.
9. Limitation of liability
10. To the extent permitted by law, A Leftie Company’ liability for breach of any condition or warranty implied by law which cannot lawfully be excluded whether in contract, negligence (or any other tort) under any statute or otherwise is limited to the resupply of the Service.
11. To the extent permitted by law, A Leftie Company is not liable to the Client in any manner (whether in contract, negligence or any other tort under any statute or otherwise) for, or in respect of, any consequential loss, indirect loss, loss of profits of any kind, loss or corruption of data, interruption to business, loss of revenue and economic loss of any kind arising directly or indirectly in connection with access to or use of the Service, or from failure or interruption in telecommunication connections to the Service, or from a virus.
12. To the extent permitted by law, A Leftie Company is not liable for costs, losses or damage arising from any inaccuracies contained in any information included in the Website
From time to time, A Leftie Company may post links that will allow You to leave the Website. The linked sites are not under the control of A Leftie Company, and the content available on the sites linked to the Service do not necessarily reflect the opinion of A Leftie Company. A Leftie Company is providing these links as a convenience to You, and access to any other sites linked to the Service is at Your own risk. A Leftie Company assumes no responsibility for the content of such linked sites. The inclusion of any link does not imply a recommendation or endorsement by A Leftie Company of the linked site.
11. Client to give accurate information
In consideration of Your use of the Service, You agree to:
12. provide true, accurate, current and complete information about yourself, including, but not limited to, Your email address, first and last name, and billing information, as prompted by the Service’s contract and forms;
13. maintain and promptly update A Leftie Company on your company’s data to keep it true, accurate, current and complete. If You provide information that is untrue, inaccurate, not current or incomplete, or if A Leftie Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, A Leftie Company has the right to suspend or terminate Your use of the Service and any future use of the Service (or any portion of the Service). A Leftie Company staff members also have the right to request further information about any client data from its Clients. Should a Client not wish to give out this information for any reason their service will be terminated.
You are responsible for maintaining the confidentiality of Your registration number and password and for all uses of Your registration number or password and any and all related charges whether or not authorised by You.
13. A Leftie Company telephone numbers
All telephone numbers used on the Website and provided by A Leftie Company in connection with the use of the Service are registered to A Leftie Company and are provided for Your use while You are a Client of the Service. The Client acknowledges that it has no right, title or interest in any telephone numbers allocated to it by A Leftie Company as part of the Service. Although A Leftie Company makes every attempt to ensure continued availability of telephone numbers, A Leftie Company reserves the right to alter or replace any number as a result of compliance with any relevant legislation and in such case will notify the Client of any numbering change that will affect the Service supplied to the Client.
14. Client’s breach of these Terms & Conditions
A Leftie Company may without liability terminate its contract with You with immediate effect if the Client:
1. breaches these Terms & Conditions; or
2. fails to make a payment by the Due Payment Date.
3. Termination of Your contract is without prejudice to Our rights which have accrued prior to the date of termination.
15. Suspension of Service
A Leftie Company may without liability and with immediate effect suspend the Service under the relevant Contract:
16. to perform necessary maintenance or other service work in connection the Service; or
17. to perform emergency maintenance work provided that the need for carrying out such work does not arise as a result of the acts or omissions of the Client;
18. Your account with us is not in credit or in sufficient credit to meet liability for payment of Fees under Your Agreement with Us.
16. Client’s Use of Service
17. The Client will not use and must use all reasonable endeavours to ensure that others within its control do not use the Service:
o for any purpose that is defamatory, offensive, abusive, obscene, menacing, threatening, harassing, or illegal;
o for any (other) unlawful purpose;
o to do any act that may damage the network or systems or cause the quality of the Service to be impaired;
o to engage in any activities in such a manner that is reasonably likely to expose A Leftie Company to liability;
o in a manner that does not comply with the terms of any legislation or licence applicable to the Client.
18. The Client will comply (and will procure that each of its Clients and any third party user of a Service complies) with:
o all reasonable directions issued by A Leftie Company to assist it or any Carrier involved in the supply of the Services in complying with any applicable regulatory obligations, and in particular directions relating to:
o the provision of information to the police and other law enforcement agencies;
o the provision of information for directory purposes; and
o the provision of emergency services;
o all laws and regulations, directions, orders, codes and guidelines concerning privacy, including (without limitation) all laws, regulations, directions, orders, codes and guidelines applying to the recording of telephone calls; and
o all directions, orders, codes and guidelines issued by any regulatory or industry body from time to time to the extent that such directions, orders, codes and guidelines may affect in any way the supply of the Services to the Client.
17. Client’s Indemnities
18. The Client must fully indemnify A Leftie Company, any Carrier involved in the supply of the Services, and each of their respective Related Corporations (each, an “Entity”), against any and all Loss incurred by or awarded against an Entity as a result of, or in connection with:
o any breach of the Agreement by the Client;
o any fraud by the Client or any third person associated with the Client who uses or purports to use the Services;
o any claim by the Client or any third party against A Leftie Company or any Carrier involved in the supply of the Services, in connection with the supply or use of the Services;
o any infringement or non-compliance by the Client, any of the Client’s Clients or any third party user of a Service of any law, regulation, direction, order, code or guideline concerning privacy, including (without limitation) any law, regulation, direction, order, code or guideline applying to the recording of telephone calls;
o any damage to or loss of any equipment, network or other tangible property of A Leftie Company or any third party to the extent that such loss is caused by a negligent act or omission by the Client or any person under its control; and
o all loss arising directly or indirectly from or in connection with a claim by a third party against A Leftie Company to the extent that the claim relates to any negligent act or omission of the Client or any of person under its control in relation to this contract.
19. The Client’s indemnities under this contract are:
o continuing, separate and independent obligations of the Client; and
o absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the Client.
18. Force Majeure
A Leftie Company will not be liable or deemed to be in default of any of its obligations under its Contract with the Client for any default, failure or delay resulting directly or indirectly from a Force Majeure event.
20. The Agreement can be terminated by A Leftie Company or the Client at any time by giving the other party 30 days’ written notice of such termination.
21. If the Agreement or any Service is terminated by the Client, then A Leftie Company reserves the right to immediately cancel the terminated Service(s) at any time within the 30 days notice period provided by the Client, upon written or verbal notice to the Client.
22. If the Agreement is terminated by the Client, then the Client agrees that it will pay any outstanding monies owing to A Leftie Company within 14 days of the date that the termination notice was issued by A Leftie Company.
21. The Client agrees to keep confidential the following information (whether disclosed before or after the date from which these Terms & Conditions become binding on the Client):
o the details of the Services, the manner in which the Services function, and the manner in which A Leftie Company arranges for provision of the Services (including charges, discounts and any other financial information);
o all confidential information relating to the business of A Leftie Company disclosed by A Leftie Company (or its agents or contractors) to the Client;
o all other confidential information and information which the Client knows or ought reasonably to be aware is confidential (regardless of its form and whether the Client becomes aware of it before, on or after the date on which these Terms & Conditions become binding on the Client), belonging to A Leftie Company and disclosed to the Client by any person, or of which the Client becomes aware;
o all notes and reports prepared by the Client incorporating or based on the information or materials referred to in any of paragraphs (i) – (iii) above; and
o all copies of the information, materials, notes and reports referred to in any of paragraphs (i) – (iv) above.
22. The Client must, at its own expense:
o ensure that no Confidential Information is subject to unauthorised use and disclosure (which includes the copying of written or electronically recorded Confidential Information other than for the purposes of utilisation of Services purchased by the Client from A Leftie Company) at any time; and
o immediately upon termination of the supply of Services by A Leftie Company to the Client, or at A Leftie Company’s request, return the Confidential Information to A Leftie Company and destroy all copies of the Confidential Information (including electronic copies).
23. The Client will:
o not use any Confidential Information for any purpose other than exercising its rights and performing its obligations in connection with the purchase of Services from A Leftie Company;
o immediately notify A Leftie Company of any information which comes to its attention regarding any actual or potential breach of confidentiality, disclosure or unauthorised use of A Leftie Company’s Confidential Information; and
o take all reasonable steps to prevent or stop a suspected or actual breach of this clause 21.
24. The obligations of confidentiality in this clause 21 do not extend to information that (whether before or after these Terms & Conditions become binding on the Client):
o is disclosed by the Client with A Leftie Company’s prior written consent;
o is disclosed by the Client to its legal or financial advisers, if such disclosure is necessary and the relevant adviser(s) have, prior to the disclosure, undertaken to keep the disclosed information confidential;
o is disclosed by the Client to any of its employees, if such disclosure is necessary and the relevant employee(s) are under an obligation to keep the disclosed information confidential
o is rightfully known to or in the possession or control of the Client and not subject to an obligation of confidentiality on the Client;
o is public knowledge (otherwise than as a result of a breach of these Terms & Conditions); or
o must be disclosed by law, or upon the order of a court, or pursuant to a requirement of a government agency.
21. Non Compete
22. A Leftie Company is the exclusive supplier of the Services to the Client. Throughout the Relevant Period the Client, either on its own behalf or on behalf of any person or in conjunction with any other persons or through any related entity, will not market, sell or resell, anywhere in the world, any service or product produced or supplied by a person or entity other than A Leftie Company, if that service or product is the same as, or is substantially similar to, a Service.
23. Throughout the Relevant Period, the Client will not, without the prior written consent of A Leftie Company, either on its own behalf or on behalf of any person or in conjunction with any other person or through any related entity, employ, or otherwise retain the services of, any employee or contractor of A Leftie Company.
24. Throughout the Relevant Period, the Client will not, either on its own behalf or on behalf of any person or in conjunction with any other person or through any related entity, entice away from A Leftie Company any Client of A Leftie Company.
25. “Relevant Period” means the period consisting of: (a) the term of the Agreement, together with (b) the twelve (12) months immediately following the date on which the Agreement expires or is terminated.
26. Client acknowledges and agrees that this restriction is reasonably necessary to protect the connection between A Leftie Company’s business and its clients, and that damages may not be an adequate remedy for any breach by Client of this obligation.
27. This clause 21 survives the termination or expiry of the Agreement.
23. Assignment: The Client may not assign any of its rights or obligations under this contract without the prior written consent of A Leftie Company.
24. Severability: If a provision of this contract or a right or remedy of any part under this contract is invalid or unenforceable it will:
o be read down or severed to the extent of the invalidity or unenforceability; and
o not affect the validity or enforceability of that or the remaining provisions of this contract.
25. Entire agreement: This contract constitutes the entire agreement between You and Us about its subject matter and any previous agreements, understandings, negotiations and representations on that subject matter cease to have any effect.
26. Jurisdiction: This contract is governed by the laws of Singapore and the parties submit to the non-exclusive jurisdiction of the courts in that state and the courts of appeal therefrom.
23. Binding Agreement
By submitting to these Terms & Conditions, the Client agrees to be bound by the Terms & Conditions (as varied from time to time) and which form part of the agreement between A Leftie Company and the Client governing the use of the Service. A Leftie Company Marketing Practices
1. Privacy Implications of our Products
We generally replace email links with web based email forms. By using the email forms PathFinder will be able to show you how many emails are attributable to our advertising services.
In connection with our products, A Leftie Company utilises “pixels”, “cookies” and other tracking technologies and it may also permit third parties to do so. Cookies are text files containing small amounts of information which are downloaded to a consumer’s computer or device when the consumer visits a website. Cookies are then sent back to the originating website on the consumer’s subsequent visits to that website. Cookies are useful because they allow a website to recognise a consumer’s device. Cookies allow consumers to navigate between pages efficiently, the website to remember preferences and generally improves the consumer experience. They can also be used to tailor advertising to the consumer’s interests through tracking of browsing across websites.
1. Your Obligations
1. Changes to this Document
We may update this document from time to time and we would encourage you to review the document to stay informed.
2. Advertising Placement and Location.
. A Leftie Company will determine when possible, in its sole discretion, on which online properties (the “Publishers”) the advertising content (“Ads”) will run during the course of any campaign. You acknowledge that A Leftie Company do not operate or control the Publishers. You further acknowledge that at any time during a campaign, the Publisher mix may change and that A Leftie Company makes no guarantees about when or where the Ads will be displayed by the Publishers.
. A Leftie Company will use commercially reasonable efforts to place Ads such that they will be seen by consumers in the target locales identified during the campaign initiation process, but A Leftie Company does not guarantee that your Ads will only be displayed in the target locales.
3. Campaign Logistics.
. Upon receipt of your signed Order Form, A Leftie Company will initiate the process of setting up your campaign. The duration of the campaign (the “Campaign Period”) shall run from the Actual Start Date until the Actual End Date, unless earlier terminated by the parties as provided in the Marketing Services Terms. The “Actual Start Date” refers to the actual commencement date of a campaign. You acknowledge that A Leftie Company may take up to ten (10) business days or longer to review and prepare the campaign (or longer, if A Leftie Company has been asked to provide creative services or if A Leftie Company experiences technical difficulties with your campaign) and may require further input from you before distributing your campaign to the Publishers. The Publishers may then take additional time to initiate the campaign. Accordingly, the Actual Start Date will generally be later than the Estimated Start Date specified on the Order Form. The “Actual End Date” of a campaign will be the day when 98% or more of the Campaign Budget (as defined below) for the last Campaign Cycle has been exhausted. You acknowledge that it may take more or less time to exhaust the Campaign Budget due to, among other things, the scheduling and inventory constraints of the Publishers. In event the media spend exceeds the intended media budget, A Leftie Company reserves the rights to charge the Client for additional spend incurred.
2. Campaign Period
. Media Products, each “Campaign Period” is the period of time from A Leftie Company’ commencement of applying the Campaign Budget until such time as no less than 98% of the Campaign Budget has been utilised. While, on average, this is approximately a 30-day period, A Leftie Company makes no guarantees with respect to the time it takes to utilise the Campaign Budget. You acknowledge that all statistics provided by A Leftie Company evidencing such utilisation shall be conclusive and binding for all purposes of the Agreement.
1. Description of Fees
: You agree to pay the following, in the amounts set forth on the Order Form:
1. Campaign Media, Management & Optimisation Fees cover
: (i) Ads placed with Publishers; (ii) Audviously technology service provided by A Leftie Company; (iii) the management of the Campaign by campaign professionals and (iv) reporting on the performance of the Campaign.
2. Tracking Technology Services Fees
cover the tracking technology, call optimisation technology and telecommunications services linked to the Campaign
• Campaign Budget
refers to the recurring amounts payable to A Leftie Company for the Media Products for each Campaign Cycle, including Campaign Media, Management & Optimisation Fees and Tracking Technology Services Fees.
1. Cycle Payment
refers to the aggregate recurring fees for each Campaign Cycle, as specified in the Order Form, such as the Campaign Budget and the Service Fees (as defined below).
2. Campaign Set-Up Fee
refers to a one-time fee for the set-up of a campaign, which includes, but is not limited to, Publisher set up, keyword generation, proxy creation, phone tracking set-up, creative services and other similar set-up requirements. The Campaign Set-Up Fee also includes a review of the campaign within the first 60 days of the campaign.
1. Timing of Payment
Prior to the initial Campaign Cycle, you shall pay the Cycle Payment for the initial Campaign Cycle and the Campaign Set-Up Fees, if applicable. You shall also remit the Cycle Payment in advance of each subsequent Campaign Cycle. In order to avoid any pauses in the campaign, A Leftie Company may charge the Client Card or cause payment to be made through direct debit for the upcoming Campaign Cycle when 60% of the Campaign Budget for the current Campaign Cycle has been exhausted. You understand and acknowledge that all amounts owed must be paid in advance of each Campaign Cycle and that, in addition to being in breach of your contractual obligations, your campaign may be paused or terminated if timely payment is not made.
5. Advertising Content/Keywords.
1. Ad Content
. You will deliver all content required for any Ad to A Leftie Company. If such content does not conform to A Leftie Company’s or any Publisher’s specifications, then A Leftie Company or the Publisher may, in its sole discretion, reject such Ad or modify it to meet A Leftie Company or other technical requirements or to address campaign performance issues. If an Ad is rejected, A Leftie Company will ask you to provide another Ad. If A Leftie Company is unable to procure an Ad that satisfies the necessary requirement, A Leftie Company will then refund to you any applicable amounts paid in advance. You acknowledge that you may be limited in your ability to make further modifications to your Ads after they have been delivered to A Leftie Company. The acceptance of an Ad does not constitute approval or endorsement of the Ad by A Leftie Company or by any Publisher.
A Leftie Company shall have discretion to select the individual words or phrases (“Keywords”) to be used in connection with the campaign. You may also request the use of certain Keywords. While A Leftie Company will use reasonable efforts to use these Keywords, A Leftie Company makes no guarantees that all such Keywords will be used. To the extent that A Leftie Company uses Keywords of its choosing and shall be under no obligation to disclose such Keywords to you. To the extent that you elect to use Keywords that include the names of your competitors or trademarked terms (“Competitor Keywords”), you do so at your own risk and acknowledge and agree that you bear all liability associated with such action. Without limiting the foregoing, you further acknowledge that A Leftie Company may, at any time and in its sole discretion, remove Competitor Keywords, but will not have the obligation to do so. In addition, if you or your business is regulated by any professional, governmental or other regulatory rules or guidelines restricting your use of advertising, it is your sole responsibility to notify A Leftie Company and ensure compliance.
5. Privacy Considerations