Last updated April 24, 2020. Replaces all prior versions.
Welcome to the Loupe Services (“Service”), an online service, owned and operated by Ainotam Pte.Ltd. (“Ainotam”,“we,” “our,” or “us”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with this Terms. Terms apply to all visitors, users and others who access or use the Service. If you are entering into this Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case the terms “Client”, “you” or “your” shall refer to such entity.
By checking the “I accept” checkbox or by accessing or using the Service, you represent that you have the authority to enter into these terms. If you do so on behalf of a legal entity, you represent and warrant that you have the authority to accept the terms on behalf of the legal entity.
PROVISION OF SERVICE
- to provide Client with the Services. Services are provided in the applicable Order Form,Order Confirmations ,quotations or agreement. Ainotam hereby grants Client a non-exclusive, non-sublicensable, non-transferable right to access and use the Services during the subscription term.
- Without the prior written consent from Ainotam, the Service cannot be used by anyone other than the Client. Furthermore, Client shall solely use the Service for its internal business purposes. Ainotam reserves all rights to the Services not expressly granted in this Agreement. Ainotam reserves the right to create and maintain administrative, support, system, and maintenance accounts within the Service, all with the necessary data access for Ainotam and its assigned operators and/or other service providers to deliver the Service.
ACCOUNT INFORMATION AND DATA
- When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
- You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
- You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization.
- We do not own any keyword data, information, performance data, paid search campaigns or material that you submit to the Services in the course of using the Services (collectively, “Customer Data”). We may use Customer Data to provide the Services, which may include processing your Customer Data to provide the Services to you, and storing or hosting the Customer Data for access by you. Your private Customer Data is accessible only to you and persons explicitly authorized by you; data is NOT shared with other customers, or with any other third party; provided that We reserves the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings as long as such metrics, data and trends do not contain uniquely identifiable Customer Data. You shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data. We may be compelled to disclose your Customer Data to the applicable authorities in order to comply with governmental, court and law enforcement requests or requirements relating to the Services.
RESTRICTIONS AND RESPONSIBILITIES
- Ainotam will grant you a limited license to use the Site, subject to your compliance with payment and all other Terms in this or other agreement signed by both parties. Unless otherwise provided herein, your limited license is non-transferable and non-exclusive and does not allow you to make any commercial or other use of the Site or any portion thereof. Ainotam can terminate your license anytime if you fail to comply with any of these Terms and has no obligation to give you notice of such termination. Ainotam reserves all rights not expressly granted herein.
- Client represents and warrants that it will not (i) sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Service; (ii) modify or create derivative works based on the Service (iii) create internet “links” to the Service or “frame” or “mirror” any content provided in connection therewith; or (iv) reverse engineer, access or use the Service to build a product using ideas, features, functions or graphics similar to the Service, or (iii) copy any ideas, features, functions or graphics of the Service. Client will not use the Service to interfere with or disrupt the integrity or performance of the Service or the data contained therein. Client will not attempt to gain unauthorized access to the Service or its related systems or networks. Client will not provide or disclose to, or permit use of the Services by, persons other than Client’s employees and contractors who are under a legally binding obligation of confidentiality consistent with this Agreement. Ainotam reserves the right to suspend and/or terminate this Agreement and the applicable access rights in the event of any breach of this Section. Such suspension and/or termination will be without prejudice as to Ainotam’s other rights and remedies.
- Client represents and warrants that it will use the Services only in compliance with Ainotam’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless Ainotam against any damages, losses, liabilities, settlements and expenses (including but without limitation the costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of Services. Although Ainotam has no obligation to monitor Client’s use of the Services, Ainotam may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
- Client 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”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
- You agree to follow these terms and other relevant materials to follow the guidelines of the Site. Ainotam reserves the right to amend these Terms and other relevant materials, which will be effective immediately upon posting, without notice to you. You should regularly refer to these Terms and other guidelines to understand the terms related to the Site. While using the Site, you will not:
- 5.1. violate any laws, Ainotam rights, third party rights, or other such policies;
- 5.2. use any information that is not your own, such as claiming false identity or ownership for a website or advertiser or providing fraudulent payment information;
- 5.3. attempt to exploit the Site to your advantage, such as incorrectly categorizing your property and inventory;
- 5.4. post fraudulent or misleading content (including personal information);
- 5.5. take action to undermine feedback or rating systems;
- 5.6. distribute viruses, messages, or technologies that may harm Ainotam or third parties in any way, including but not limited to malware advertising campaigns;
- 5.7. manipulate or interfere with other Users’ use of the Site; and
- 5.8. resell or crawl the data provided by the Site.
INTELLECTUAL PROPERTY OWNERSHIP
- Client shall own all right, title and interest in and to the Client Data. Ainotam 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, Ainotam 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 Client Data and data derived therefrom), and Ainotam 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 Ainotam offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
LIMITATION OF LIABILITY
In no event shall Ainotam, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
WARRANTIES AND REPRESENTATIONS
- Ainotam shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Ainotam or by third-party providers, or because of other causes beyond Ainotam’s reasonable control, but Ainotam shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
- NOTWITHSTANDING WITH THE FORGOING, AINOTAM 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. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND AINOTAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- If we terminate the Terms, or your use of the Service(s) for reasons other than for cause, we will make reasonable efforts to notify you at least 30 days prior to termination. Unless stated in any additional Terms, we may, at any time, terminate your right to use and access the Services if:
- 1.1. You breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
- 1.2. You fail to make the timely payment of fees for the Services, if any
- 1.3. You materially breach any provision of the Terms, and (i) the breach cannot be corrected; or (ii) we notify you of the breach and you fail to correct it within 14 days of the notice;
- 1.4. You physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services);
- 1.5. You have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services );
- 1.6. we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);or
- 1.7. we elect to discontinue the Services , in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law);
Governing Law and Dispute Resolution
This Agreement and the relationship between Ainotam and Client shall be governed by and interpreted with the laws of Taiwan, the Republic of China (R.O.C.), excluding its conflicts of law provisions. In the event of dispute in relation to the Services, User agrees to submit to the personal and exclusive jurisdiction of the Taipei District Court in Taiwan, the Republic of China (R.O.C.).