Terms of Service
Sponsoreds ("Sponsoreds") develops and operates a cloud-based ad management and analysis Software
("Software"). Our Software makes it easy for customers of Sponsoreds ("Customers") to manage and
optimize their digital ad campaigns across ad networks managed by Amazon.
This document, the Sponsoreds Terms of Service ("Terms"), outlines the terms regarding your use of our Software. These terms are a legally binding contract between you and Sponsoreds so please read carefully. If you do not agree with these Terms, please do not register for or use any of our services.
By using our Software via any websites, applications, mobile applications or other properties operated by Sponsoreds or by registering for a Sponsoreds account ("Services"), you are agreeing to be bound by these Terms.
"You" or "your" means you as an individual and the company, organization and/or entity electronically accessing our Software and/or accepting the Terms. If you are accepting these Terms and using the Software on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity and its users to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.
Changes to These Terms
We reserve the right to modify these Terms. We will post the most current version of these terms at sponsoreds.com. If we make any material changes to these terms, we will notify you via email to the address associated with your account. If you do not accept these changes you must stop using the Software and cancel your account by using instruments of your account. Termination of your account is finished after receiving a relevant confirmation from Sponsoreds via email to the address associated with your account. Your continued use of the Software after we publish or send notice about changes to these Terms means that you are consenting to the updated terms.
Use of the Software requires you to create an account by completing a registration form and designating
an email and password. You are responsible for any content that you upload, post or otherwise transmit
via the Software. Only you may use your Sponsoreds account and you are responsible for your account. If
you become aware of any unauthorized use of the Software or your account, please contact us using your
account or by contact email, specified at sponsoreds.com.
Sponsoreds reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
Services and Support
The general service descriptions and specifications of our Software and the applicable price list can be
found on our website at http://sponsoreds.com. Broadly, the Software manages, measures, and optimizes
digital advertising sales through algorithmically-driven, targeting and conversion optimization on
behalf of the Customer, based on goals set by the customer in the personal account.
The main service that Sponsoreds provides is access to our Software and Services via the Internet through our website. Subject to these terms, Sponsoreds will use commercially reasonable efforts to provide the Customer the Services. Any other services including support are only provided as accompanying services after prior agreement. Sponsoreds may but is not obliged to provide any support services to Customers unless obliged to by law.
The Customer recognizes that Sponsoreds is designed to act as the exclusive digital marketing and technology solution in relation to Amazon.com and that engaging any other third parties or software solutions to carry out services that are the same or similar to the Services provided by Sponsoreds may prevent Sponsoreds from providing the Customer the Service.
Each Customer may create its own account for use of the Software. Sponsoreds will grant the Customer through this account, the contractually agreed access to use the Software and Services.
Sponsoreds may extend the Software with additional software features at any time, adapt and improve features and introduce additional security measures at any time.
Certain features that Sponsoreds offers in the Software depend on data provided by Amazon and other sources. It is possible that Sponsoreds may need to change or reduce functionality as a consequence of changes to the data made available by Amazon. If such a change is required and such change significantly impedes the Customer's ability to use Sponsoreds' Software, an extraordinary right to terminate its subscription will be provided.
Details on the prices, terms of agreement and scope of access to the Software granted to Customers may also be agreed to in individual contracts between the parties. These terms apply in addition to the more general terms of this Terms of Service. In the case of contradictions between the individual contracts and these terms, the provisions of the individual contracts take precedence.
Restrictions and Responsibilities
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 Software or any services, documentation or data related to the Services (“Software”); modify,
translate, or create derivative works based on the Software or any Services (except to the extent
expressly permitted by Sponsoreds or authorized within the Services); use the Services or any Software
for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any
proprietary notices or labels. 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.
If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Sponsoreds Services constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
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 and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
You agree you will not, nor will you encourage others or assists others to, harm the Services or use the Services to harm others. For example, you must not use the Services of Software to harm, threaten, or harass another person, organization or Sponsoreds and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service or Software (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Sponsoreds) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.
Suspension and Termination of the Service
We reserve the right to suspend or terminate your access to the Service at any time in our sole
discretion if we believe you have violated these Terms or the Restrictions and Responsibilities terms in
section “Restrictions and Responsibilities”.
We will not be able to provide advance notice if you are in material breach of these Terms, or if such notice would lead to civil or criminal liability for Sponsoreds, or if providing notice would compromise our ability to provide the Services to our other users. For the avoidance of doubt, Sponsoreds may still make a determination that it does not want to continue offering you access to the Service at any time for any or no reason.
Consent to Electronic Communications and Solicitation
By registering with Sponsoreds you understand that we may send you, including via email, information
regarding the Software including notices about your use of the Software, updates to the Services
including new products or features, promotional materials. Your message settings can be controlled with
the account features or you can unsubscribe by following instructions in the message.
Notices emailed to you concerning your account will be considered given and received when the email is sent. If you don't consent to receiving notices electronically (not including promotional materials), you must stop using the Services.
Any electronic documents, images or strings uploaded or entered into your account by you is considered
"Content". All Content uploaded into your account is yours. You are responsible for all content you
upload to your Sponsoreds account and making sure you have all the rights you need to the Content. By
storing, using or transmitting Content you cannot and will not violate any law or these terms.
In some cases content (listings, images, strings etc) uploaded to Sponsoreds may be propagated to Amazon's advertising networks at your instruction. In these cases, your content will be subject to the terms and rules of those Platforms. Although our Software may provide some assistance in validating content before submission to these Platforms, it is ultimately your responsibility to ensure that you are not violating any content guidelines of those sites and we assume no responsibility for issues that may arise as a result of your uploaded content to other Platforms via Sponsoreds' integrations.
The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.
Copyright complaints and removal policy
All industrial and intellectual property in the Services, including without limitation, the rights in
the software used to provide them, remains with Sponsoreds. Sponsoreds grants you a non-exclusive,
non-transferable, revocable license to use the Services in conformity with these Terms.
Sponsoreds respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.
If you believe there has been a violation of your intellectual property rights, please contact us via email, specified at sponsoreds.com.
To the extent not prohibited by law, you will defend Sponsoreds against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (1) infringes a registered patent, trademark, copyright, or other intellectual property right of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Sponsoreds' actions); or (2) violates applicable law or these Terms. Sponsoreds will reasonably notify you of any such claim or demand that is subject to your indemnification obligation of which it becomes aware.
The Customer is obliged to provide Sponsoreds will all the data necessary for performance of the
Services as contractually agreed upon.
The data will usually be delivered by connecting the advertising and or retail accounts of the Customer (e.g. Amazon MWS, Amazon Seller Central, Amazon AMS, Amazon Advertising API) to the Customer's Organization account on the Software via an application programming interface (API). This linking will give the Software access to the available advertising and/or retail sales data to allow its analysis. Once an account has been connected to the Sponsoreds Software, advertising and retail sales data will be synced to Sponsoreds’ databases on an ongoing basis, regardless of whether the Customer is currently a paid subscriber, until such time that the Customer revokes API access or that the Customer requests the deletion of their account. Instructions to delete a Sponsoreds account are available at sponsoreds.com.
The data supplied by the Customer for analysis may not violate any laws or infringe on the rights of third parties. In the event of a violation, Sponsoreds may suspend the Customer's access to the Software.
The customer grants Sponsoreds the required rights to use the provided data for the purpose of analysis to provide the Service in accordance with these terms.
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 Sponsoreds includes non-public information regarding features, functionality
and performance of the Service. Proprietary Information of Customer includes non-public data provided by
Customer to Sponsoreds 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. Each Party
remains sole owner of the intellectual property rights it owned prior to the execution of the Agreement.
Customer authorizes Company to collect, use, analyze and process Customer Data, to combine the Customer
Data with Sponsoreds Data in order to perform the Service for the Customer. Sponsoreds 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 Implementation Services or support, and (c) all intellectual property
rights related to any of the foregoing. Notwithstanding anything to the contrary, Sponsoreds shall have
the right to 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 Sponsoreds 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. No rights or licenses are granted except as expressly set forth herein.
Customer permits Sponsoreds a royalty-free license to use Customer trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, or similar protection materials in order to perform the Service for the Customer.
Limitation of liability
To the extent not prohibited by law, Sponsoreds (a) provide the services "as is", "with all faults" and
"as available", (b) make no representations or warranties or conditions whether express or implied (e.g.
warranty of merchantability, satisfactory quality, fitness for a particular purpose, or
non-infringement), and (c) do not guarantee that the services will be uninterrupted, error-free or free
of harmful components, or that the content will be secure or not otherwise lost or damaged.
If you are dissatisfied with any portion of the service or with these terms of service, your sole and exclusive remedy is to discontinue use of the Services.
There are certain things that we do not promise about the Services. Other than as expressly stated, we do not make any commitments about the specific functionality available through the Services, their reliability, availability, or ability to meet your needs.
To the extent not prohibited by law, in no event will you or Sponsoreds and its officers, employees, partners or licensors be liable for: any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, use or content) however caused, under any theory of liability, including, without limitation, contract, tort, business interruption, loss of opportunity, warranty, negligence or otherwise, even if Sponsoreds has been advised as to the possibility of such damages.
The aggregate liability of your or Sponsoreds relating to the Services in respect of liability for damages, cost, and expenses, regardless of cause, shall not exceed the amount of the fees paid to Sponsoreds by Customer under this Terms.
Sponsoreds offers both free and paid Services. If you choose to subscribe to a paid Service, you agree
to pay the fees ("Fees") as quoted to you when you purchase that Service. Fees are exclusive of taxes
and we may calculate taxes payable by you based on the billing information that you provide us at the
time of purchase. You are responsible for all charges related to using the purchased Service (for
example, data charges and currency exchange settlements). You will pay the Fees in the currency
Sponsoreds quoted at the time of purchase. Sponsoreds reserves the right to change the eligible
currencies at any time.
Sponsoreds reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Software and cancel your account by using instruments of your account (termination of your account is finished after receiving a relevant confirmation from Sponsoreds via email to the address associated with your account). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.
If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.
Billing and Payment
If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent Sponsoreds has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.
You may elect one of the following subscription plans and billing options (please note that there might
be only one of these options available depending on the Service purchased): Zero-to-Hero. The
subscription period for the Zero-to-Hero Plan will be for one keyword and ASIN. You will be billed
firstly for the set-up fee and then for every added new keyword and/or ASINl.
PPC Automation and Analytics. The subscription period for the PPC Automation and Analytics Plan will be a monthly payment that will be determined based on the advertising budget and will automatically renew each month unless you cancel at least three business days prior to your renewal date. You will be billed monthly on or about the same day each month until such time that you cancel.
These Terms shall be governed by the laws of the State of Wyoming without regard to its conflict of laws
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect.
Both parties agree that the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, the Uniform Computer Information Transactions Act, and any law effectuating these conventions do not apply to these Terms.
To the extent that the following provision is not in conflict with applicable law, you may only resolve disputes with us on an individual basis and may not bring a claim or proceed in a group arbitration proceeding as a plaintiff or a class member in a class, consolidated, or representative action.